COMMONWEALTH OF THE BAHAMAS - Mossack Fonseca & Co.

COMMONWEALTH OF THE BAHAMAS
THE INTERNATIONAL
BUSINESS COMPANIES ACT, 2000
(No. 45 OF 2000)
Including amendments per
Act No. 19 of 2001
Act No. 14 of 2004
MOSSACK FONSECA & CO. (BAHAMAS) LIMITED

COMMONWEALTH OF THE BAHAMAS
THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000
(No. 45 of 2000)
Including amendments per
Act No. 19 of 2001
Act No. 14 of 2004
ARRANGEMENT OF SECTIONS
Section Page
PART I
PRELIMINARY
1 Short title and commencement ………………………………………………………….. 1
2 Interpretation ………………………………………………………………………………. 1
PART II
CONSTITUTION OF COMPANIES
3 Incorporation ……………………………………………………………………………….... 3
4 Persons who can incorporate International Business Companies ………………………… 3
5 No criminal objects or purpose …………………………………………………………….. 3
6 Contravention of section 5 ………………………………………………………………….. 4
7 Personal liability ……………………………………………………………………………… 4
8 Mode of limiting liability of members ……………………………………………………….. 4
9 Company limited both by shares and by guarantee ……………………………………….. 4
10 Powers ……………………………………………………………………………………….. 4
11 Validity of acts of company …………………………………………………………………. 5
12 Name …..…………………………………………………………………………………….. 6
13 Memorandum ………………………………………………………………………………… 7
14 Articles ……………………………………………………………………………………….. 8
15 Registration ………………………………………………………………………………….. 9
16 Certificate of incorporation ………………………………………………………………….. 9
17 Certificate to be evidence of compliance …………………………………………………... 9
18 Amendment of Memorandum or Articles …………………………………………………… 9
19 Copies of Memorandum and Articles to members ………………………………………… 10
PART III
CAPITAL AND DIVIDENDS
20 Consideration for shares ……………………………………………………………………. 10
21 Amount of consideration …………………………………………………………………….. 10
22 Fractional shares …………………………………………………………………………….. 10
23 Capital and surplus accounts ……………………………………………………………….. 10
24 Dividend of shares …………………………………………………………………………… 10
25 Increase or reduction of capital …………………………………………………………….. 11
26 Division and combination ……………………………………………………………………. 11
27 Nature of share ……………………………………………………………………………… 11
28 Share certificates ……………………………………………………………………………. 11

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29 Share Register ……………………………………………………………………………….. 12
30 Rectification of Share Register …………………………………………………………….. 12
31 Transfer of registered shares ………………………………………………………………. 13
32 Acquisition of shares ………………………………………………………………………… 13
33 Treasury shares disabled in respect of voting and dividends …………………………….. 14
34 Increase or reduction of capital …………………………………………………………….. 14
35 Dividends …………………………………………………………………………………….. 16
36 Appreciation of assets ………………………………………………………………………. 16
36A Mortgages and charges of shares ………………………………………………………….. 16
36B Optional registration of registers …………………………………………………………… 18
36C Optional registration of mortgages and charges …………………………………………... 18
PART IV
REGISTERED OFFICE AND REGISTERED AGENT
37 Registered Office ……………………………………………………………………….…… 18
38 Registered Agent ……………………………………………………………………….……. 19
39 Register of registered agents ………………………………………………………………. 19
39A Registered agents desiring to cease to act ………………………………………………... 19
39B Registered agent ceasing to act ……………………………………………………………. 20
PART V
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
40 Management by directors …………………………………………………………………… 20
41 Unanimous shareholder agreement ………………………………………………………… 20
42 Election, term and removal of directors ……………………………………………………. 21
43 Number of directors ……………………………………………………………………….… 21
44 Register of directors and officers ………………………………………………………….. 22
45 Powers of directors ……………………………………………………………………….… 22
46 Emoluments of directors ……………………………………………………………………. 22
47 Committee of directors ……………………………………………………………………… 23
48 Meeting of directors ……………………………………………………………………….… 23
49 Notice of meetings of directors …………………………………………………….………. 23
50 Quorum for meetings of directors ………………………………………………………….. 23
51 Consents of directors ……………………………………………………………………….. 23
52 Alternates for directors ……………………………………………………………………… 24
52A Meeting of single director or single shareholder ………………………….……………….. 24
53 Officers and agents ……………………………………………………………………….…. 24
54 Standard of care ……………………………………………………………………….……. 24
55 Reliance on records and reports ……………………………………………………………. 24
56 Conflict of interests ……………………………………….……………………………….… 24
57 Indemnification ……………………………………………………………………….……… 25
58 Insurance ……………………………………………………………………….……………. 25
PART VI
PROTECTION OF MEMBERS AND CREDITORS
59 Meetings of members ……………………………………………………………………….. 26
60 Notice of meetings of members ……………………………………………………………. 26
61 Quorum for meeting of members …………………………………………………………… 27
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62 Voting by members ………………………………………………………………………….. 27
63 Consents of members ………………………………………………………………………. 27
64 Service of notice on members ……………………………………………………………… 27
65 Service of process, etc. on company ……………………………………………………… 27
66 Books, records and common seal …………………………………………………………. 28
67 Inspection of books and records …………………………………………………………… 28
68 Contracts generally ……………………………………………………………………….…. 28
69 Pre–incorporation contracts ………………………………………………………………… 29
70 Notes and bills of exchange ………………………………………………………………… 30
71 Power of attorney ……………………………………………………………………….…… 30
72 Authentication or attestation ………………………………………………………………… 30
73 Company without a member ………………………………………………………………… 30
PART VII
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS,
ARRANGEMENTS AND DISSENTERS
74 Interpretation for purposes of Part VII ……………………………………………………… 30
75 Merger and consolidation …………………………………………………………………… 31
76 Merger with subsidiary ………………………………………………………………………. 33
77 Effect of merger or consolidation ………………………………………………………….. 34
78 Merger or consolidation with foreign company ……………………………………………. 35
79 Disposition of assets ………………………………………………………………………… 36
80 Redemption of minority shares ……………………………………………………………… 37
81 Arrangements ……………………………………………………………………….……….. 37
82 Rights of dissenters ……………………………………………………………………….… 38
PART VIII
CONTINUATION
83 Continuation ……………………………………………………………………….…………. 41
84 Provisional registration ……………………………………………………………………… 42
85 Certificate of continuation …………………………………………………………………… 43
86 Effect of continuation ………………………………………………………………………... 43
87 Continuation under foreign law ……………………………………………………………… 44
87A Continuation under the Companies Act …………………………………………………….. 45
PART IX
WINDING–UP, DISSOLUTION AND STRIKING–OFF
88 Definition of contributory ……………………………………………………………………. 45
89 Nature of liability of contributory ……………………………………………………………. 45
90 Contributories in case of death ……………………………………………………………... 46
91 Contributories in case of bankruptcy ……………………………………………………….. 46
92 Circumstances giving rise to winding up by court …………………………………………. 46
93 Company when deemed unable to pay its debts …………………………………………... 46
94 Application for winding up to be made by petition …………………………………………. 47
95 Power of court ……………………………………………………………………………….. 47
96 Commencement of winding up ……………………………………………………………… 47
97 Court may grant injunction ………………………………………………………………….. 47
98 Course to be pursued by court ……………………………………………………………... 47
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99 Actions and suits to be stayed ……………………………………………………………… 47
100 Copy of order to be forwarded to Registrar ……………………………………………….. 47
101 Power of court to stay proceedings ………………………………………………………... 47
102 Effect of order on share capital of company limited by guarantee ……………………….. 47
103 Court may have regard to wishes of creditors or contributors …………………………… 48
104 Appointment of official liquidator ………………………………………………………….... 48
105 Remuneration of official liquidator ………………………………………………………….. 48
106 Style and duties of official liquidator ………………………………………………………... 48
107 Power of official liquidator …………………………………………………………………... 48
108 Discretion of official liquidator ………………………………………………………………. 49
109 Vesting of property in liquidator …………………………………………………………….. 49
110 Assistance for liquidator …………………………………………………………………….. 49
111 Collection and application of assets ………………………………………………………... 50
112 Provisions as to representative contributories …………………………………………….. 50
113 Power of court to require delivery of properties …………………………………………… 50
114 Power of court to order payment of debts by contributory ……………….………………. 50
115 Power of court to make calls ……………………………………………………………….. 50
116 Power of court to order payment into bank ………………………………………………... 51
117 Regulation of account with court ……………………………………………………………. 51
118 Representative contributory not paying monies ordered ………………………………….. 51
119 Order conclusive evidence ………………………………………………………………….. 51
120 Court may exclude creditors not providing in certain time ………………………………... 51
121 Court to adjust rights of contributories …………………………………………………….. 51
122 Court to order costs ………………………………………………………………………… 51
123 Dissolution of company ……………………………………………………………………… 51
124 Registrar to make minute of dissolution ……………………………………………………. 51
125 Power of court to summon persons ……………………………………………………….. 51
126 Examination of parties by court …………………………………………………………….. 52
127 Power of arrest ……………………………………………………………………………… 52
128 Powers of court cumulative …………………………………………………………………. 52
129 Power to enforce orders ……………………………………………………………………. 52
130 Winding up by resolution of directors ………………………………………………………. 52
131 Voluntary winding up and dissolution ………………………………………….……………. 52
132 Appointment of liquidator …………………………………………………….……………… 52
133 Power of directors in a winding up and dissolution ………………………………………... 53
134 Duties of liquidator …………………………………………………………………………... 53
135 Powers of liquidator …………………………………………………………………………. 53
136 Power of liquidators or contributories in voluntary winding up to apply to court ………… 54
137 Procedure on winding up and dissolution ………………………………………………….. 54
138 Effect of voluntary winding up ………………………………………………………………. 56
139 Rescission of winding up and dissolution ………………………………………………….. 56
140 Winding up and dissolution of company unable to pay its claims, etc. …………………… 57
141 Power of court on application to direct winding up subject to supervision ………………. 57
142 Petition for winding up subject to supervision ……………………………………………… 57
143 Court may have regard to wishes of creditors …………………………………………….. 57
144 Powers of court to appoint additional liquidators in winding up subject to supervision ….. 58
145 Effect of order of court for winding up subject to supervision ……………………………. 58
146 Appointment of voluntary liquidators to office of official liquidators ………………………. 58
147 Disposition after the commencement of winding up to be rendered void ………………... 58
148 Books of the company to be evidence ……………………………………………………... 58
149 Disposal of books, accounts and documents of the company ……………………………. 58
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150 Inspection of books ………………………………………………………………………….. 59
151 Power of assignee to sue …………………………………………………………………… 59
152 Debts to be proved ………………………………………………………………………….. 59
153 Rules to be observed ………………………………………………………………………... 59
154 Preferential payments ……………………………………………………………………….. 59
155 Liquidation scheme may be approved ……………………………………………………… 61
156 Acceptance of shares, etc., as consideration for sale of property of company …………. 61
157 Mode of determining price ………………………………………………………………….. 62
158 Certain attachments and executions to be void …………………………………………… 62
159 Fraudulent preference ………………………………………………………………………. 62
160 Assessment of damages against delinquent directors and officers ……………………… 63
161 Prosecution of delinquent directors in winding up by court ………………………………. 63
162 Prosecution of delinquent directors in voluntarily winding up …………………………….. 63
163 Receivers and managers ……………………………………………………………………. 63
164 Striking off……………………………………………………………………………………. 63
165 Restoration to register ………………………………………………………………………. 64
166 Effect of Striking off …………………………………………………………………………. 64
167 Appointment of official liquidator …………………………………………………………… 65
168 Dissolution of company struck off ………………………………………………………….. 65
169
PART X
LIMITED DURATION COMPANY
Interpretation for purposes of Part X ……………………………………………………….. 66
170 International Business Company may apply to be registered as a limited duration
company………………………………………………………………………………………. 66
171 Registration of limited duration company …………………………………………………... 66
172 Contents of Articles of limited duration company ………………………………………….. 67
173 Winding up of a limited duration company …………………………………………………. 68
174 Cancellation of registration …………………………………………………………………. 68
PART XI
FEES AND PENALTIES
175 Fee Schedule ……………………………………………………………………………….. 69
176 Penalties payable to Registrar ………………………………………………………………. 69
177 Criminal liability and proceedings …………………………………………………………… 69
178 Name offence ………………………………………………………………………………... 70
179 Failure to keep share register ………………………………………………………………. 70
180 False reports and false statements ………………………………………………………… 70
181 Miscellaneous offence ………………………………………………………………………. 70
182 Recovery of penalties, etc. ………………………………………………………………….. 70
183 Company struck off liable for fees, etc. ……………………………………………………. 70
184 Fees, etc. to be paid into Consolidated Fund ……………………………………………… 70
185 Fees payable to Registrar …………………………………………………………………… 71
PART XII
EXEMPTIONS
186 Exemptions from certain taxes, etc.………………………………………………………… 71
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PART XIII
MISCELLANEOUS
187 Regulations …………………………………………………………………………………... 72
188 Form of certificate …………………………………………………………………………… 72
189 Certificate of good standing ………………………………………………………………… 72
190 Inspection of documents ……………………………………………………………………. 73
191 Declaration by court …………………………………………………………………………. 73
192 Judge in Chambers ………………………………………………………………………….. 73
193 Minister may vary fees ………………………………………………………………………. 73
194 Repeal ………………………………………………………………………………………... 73
195 Transitional provision ………………………………………………………………………... 73
First Schedule ……………………………………………………………………………….. 75
Second Schedule …………………………………………………………………………… 76
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Short Title and
commencement
Interpretation
No. 45 OF 2000
AN ACT TO PROVIDE FOR THE INCORPORATION, REGISTRATION AND
OPERATION OF INTERNATIONAL BUSINESS COMPANIES
Date of Assent - 29th December, 2000
Enacted by the Parliament of The Bahamas
Including amendments per
Act No. 19 of 2001
Act No. 14 of 2004
PART I
PRELIMINARY
1. This Act may be cited as the International Business Companies Act, 2000, and shall come into
operation on such date as the Minister may appoint by notice published in the Gazette.
2.
(1) In this Act––
“agent” includes registered agent;
“Articles” means the Articles of Association of a company incorporated under this Act;
“authorised capital”, in relation to a company, means the sum of the aggregate par value of all
shares which the company is authorised by its Memorandum to issue plus the amount, if any,
stated in its Memorandum as authorised capital to be represented by shares without par value
which the company is authorised by its Memorandum to issue;
“capital”, in relation to a company, means the sum of the aggregate par value of all the
outstanding shares with par value of a company and shares with par value held by the
company as treasury shares plus––
(a) the aggregate of the amounts designated as capital of all outstanding shares
without par value of the company and shares without par value held by the
company as treasury shares, and
(b) the amounts as are from time to time transferred from surplus to capital by
a resolution of the directors ;
“company” unless the context otherwise requires, means an international business company
incorporated under this Act.
“Companies Act” means the Companies Act of The Bahamas;
“continued” means continues in accordance with Part VIII;

“court” means the Supreme Court or a Judge thereof;
“member” includes a person or institution who holds shares in a company;
2
“Memorandum” means the Memorandum of Association of a company incorporated under this
Act;
“Minister” means the Minister responsible for companies;
“Register” means the Register of International Business Companies maintained by the
Registrar in accordance with section 15(1);
“registered agent” means the person who is at any particular time performing the functions of
registered agent of a company incorporated under this Act;
“Registrar” means the Registrar of Companies;
“Registrar of Companies” means the Registrar General;
“securities” includes shares and debt obligations of every kind, and options, warrants and
rights to acquire shares or debt obligations;
“surplus”, in relation to a company, means the excess, if any, at the time of the determination,
of total assets of the company over the sum of its total liabilities, as shown in the books of
account plus its issued and outstanding share capital;
“treasury shares” means shares of a company that were previously issued but were
repurchased, redeemed or otherwise acquired by the company and not cancelled.
(2) A company that is incorporated under the Companies Act or under the laws of a
jurisdiction outside of The Bahamas shall be a company incorporated under this Act if
it is continued as a company incorporated under this Act and references to a
“company incorporated under this Act” shall be construed accordingly.
(3) Unless otherwise defined in the Articles "resolution of directors" means—
(a) a resolution approved at a duly constituted meeting of directors or a
Committee of directors of a company by affirmative vote of a simple majority
or such larger majority as may be specified in the Articles of the directors
present at the meeting who voted and did not abstain; or
(b) a resolution consented to in writing by a simple majority or such larger
majority as may be specified in the Articles of all the directors or of all the
members of the Committee of directors, as the case may be;
but where a director is given more than one vote in any circumstances he shall in the
circumstances be counted for the purposes of establishing majorities by the number of votes
he casts.
(4) Unless otherwise defined in the Articles "resolution of members" means—
AE/MS/Pub. / 09.2005
No. 14 of 2004
No. 14 of 2004
No. 19 of 2001
No. 19 of 2001

No. 19 of 2001
Incorporation
Persons who
can incorporate
International
Business
Companies
No. 19 of 2001
Nol 14 of 2004
CH.348
No criminal
objects or
purposes
3
(a) a resolution approved at a duly constituted meeting of the members of a
company by the affirmative vote of ––
(i) a simple majority, or such larger majority as may be specified in the
Articles, of the votes of the shareholders present at the meeting and
entitled to vote thereon and who voted and did not abstain, or
(ii) a simple majority, or such larger majority as may be specified in the
Articles of the votes of the shareholders of each class or series or
shares present at the meeting and entitled to vote thereon as a
class or series and who voted and did not abstain and of a simple
majority or such larger majority as may be specified in the Articles,
of the votes of the remaining shareholders entitled to vote thereon
present at the meeting and who voted and did not abstain; or
(b) a resolution consented to in writing by ––
(i) a simple majority or such larger majority as may be specified in the
Articles, of the shareholders entitled to vote thereon, or
(ii) a simple majority, or such larger majority as may be specified in the
Articles, of the votes of the shareholders entitled to vote thereon as
a class or series and of a simple majority, or such larger majority as
may be specified in the Articles, of the votes of the holders of the
remaining shares entitled to vote thereon.
PART II
CONSTITUTION OF COMPANIES
3. Subject to the requirements of this Act, two or more persons may, by subscribing to a
Memorandum incorporate a company under this Act.
4.
(1) No person other than a bank or trust company licensed under the Banks and Trust
Companies Regulation Act, 2000 shall incorporate an International Business Company
unless such person is licensed and approved under the Financial and Corporate Service
Providers Act, 2000.
(2) Nothing in this Act shall prohibit an International Business Company from carrying on the
business of external insurance provided such company is registered as an external
insurer under the External Insurance Act.
5. A company shall not be incorporated under this Act-
(a) for the purposes of facilitating any criminal activity; or
(b) for any object or purpose which is prohibited by this Act or by any other law
in force in The Bahamas
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4
6. Where a company is incorporated under this Act for any criminal activity including drug
trafficking or any relevant offense under the Proceeds of Crime Act, 2000 or for any
prohibited purpose the company shall forthwith be struck off the Register by the Registrar
publishing notice to that effect in the Gazette but section 164 (4) shall apply to such company
for the purposes of liability:
Provided that before being struck off, the Registrar shall give the company the opportunity of
being heard within seven days before the striking off.
7. No member, director, officer, agent or liquidator of a company incorporated under this Act
shall be liable for any debt, obligation or default of the company unless it is proved that he did
not act in good faith or unless it is specifically provided in this Act or in any other law for the
time being in force in The Bahamas and except in so far as he may be liable for his own
conduct or acts.
8. The liability of the members of a company incorporated under this Act may, according to the
Memorandum––
(a) be limited either to the amount, if any, unpaid on the shares respectively held
by them (in this Act termed "a company limited by shares");
(b) be limited to such amount as the members may respectively undertake by
the Memorandum to contribute to the assets of the company in the event of
its being wound up (in this Act termed "a company limited by guarantee"); or
(c) have no limit placed on the liability of its members (in this Act termed "an
unlimited liability company").
9. Without affecting anything contained in this Act, a company may be limited both by shares and
by guarantee and any reference in this Act to a company limited by shares or to company
limited by guarantee shall so far as appropriate include a company limited both by shares and
by guarantee.
10. Subject to any limitations in its Memorandum or Articles, this Act or any other law for the time
being in force in The Bahamas, a company incorporated under this Act has the power,
irrespective of corporate benefit, to perform all acts and engage in all activities necessary or
conducive to the conduct, promotion or attainment of the objects or purposes of the
company, including the power to do the following ––
(a) issue registered shares but not shares issued to bearer;
(b) issue the following ––
(i) voting shares,
(ii) non–voting shares,
(iii) shares that may have more or less than one vote per share,
(iv) shares that may be voted only on certain matters or only upon the
occurrence of certain events,
AE/MS/Pub. / 09.2005
Contravention
of section 5
Personal
Liability
Mode of limiting
liability of
members
Company limited
both by shares
and by
guarantee
Powers

No. 19 of 2001
Validity of acts
of company
11.
5
(v) shares that may be voted only when held by persons who meet
specified requirements,
(vi) no par value shares,
(vii) unnumbered shares;
(c) issue common shares, preferred shares, or redeemable shares;
(d) issue shares that entitle participation only in certain assets;
(e) issue options, warrants or rights, or instruments of a similar nature, to
acquire any securities of the company;
(f) issue securities that, at the option of the holder thereof or of the company or
upon the happening of a specified event, are convertible into, or
exchangeable for, other securities in the company or any property then
owned or to be owned by the company;
(g) purchase, redeem or otherwise acquire and hold its own shares;
(h) guarantee a liability or obligation of any person and to secure any of its
obligations by mortgage, pledge or other charge, of any of its assets for that
purpose; and
(i) protect the assets of the company for the benefit of the company, its
creditors and its members, and at the discretion of the directors, for any
person having a direct or indirect interest in the company.
(1) No act of a company incorporated under this Act and no transfer of real or personal
property by or to a company so incorporated is invalid by reason only of the fact that
the company was without capacity or power to perform the act or to transfer or
receive the property, but the lack of capacity or power may be pleaded in the
following cases—
(a) in proceedings by a member against the company to prohibit the
performance of any act or the transfer of real or personal property by or to
the company; or
(b) in proceedings by the company, whether acting directly or through a
receiver, trustee or other legal representative or through members in a
derivative action, against the incumbent or former directors of the company
for loss or damage due to their unauthorised act.
(2) For the purposes of subsection (1)(a), the court may set aside and prohibit the
performance of a contract if ––
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(a) the unauthorised act or transfer sought to be set aside or prohibited is
being, or is to be, performed or made under any contracts to which the
company is a party;
(b) all the parties to the contract are parties to the proceedings; and
(c) it appears fair and reasonable in the circumstances to set aside or prohibit
the performance of the contract;
and in so doing the court may, in applying this subsection, award to the company or to the other
parties such compensation as may be reasonable except that in determining the amount of
compensation the court shall not take into account anticipated profits to be derived from the
performance of the contract.
12.
(1) The word “Limited”, “Limited Liability Company”, “Corporation”, “Incorporated”,
“Gesellschaft mit beschränkter Haftung”, “Société Anonyme” or “Sociedad Anónima”
or its respective abbreviation “Ltd.”, “LLC”, “Corp.”, “Inc.”, “GmbH” or “SA” shall be at
the end of the name of every company incorporated under this Act with limited liability,
provided that a company incorporated under the laws of a jurisdiction outside The
Bahamas and continued as a company incorporated under this Act may use the name
designated in the Articles of continuation;
(2) The Minister may by Order add to the list of words and abbreviations contained in
subsection (1) words and abbreviations, which would indicate that a company is
incorporated with limited liability.
(3) No company shall be incorporated under this Act under a name that -
(a) is identical with that under which a company in existence is already
incorporated under this Act or registered under the Companies Act or so
nearly resembles the name of another company as to be calculated to
deceive, except where the company in existence gives its consent;
(b) contains the words "Assurance", "Bank", "Building Society", "Chamber of
Commerce", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal",
"Royal", "Trust", or a word conveying a similar meaning, or any other word
that, in the opinion of the Registrar, suggests or is calculated to suggest the
patronage of or any connection with Her Majesty or any member of the Royal
Family or the Government of The Bahamas, a department thereof, a statutory
corporation or board or a local or municipal authority;
(c) is indecent, offensive or, in the opinion of the Registrar is otherwise
objectionable.
(4) A company may amend its Memorandum to change its name.
(5) Where a company is incorporated under a name that ––
(a) is identical with a name under which a company in existence was
incorporated under this Act or registered under the Companies Act; or
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Name
No. 14 of 2004

Memorandum
7
(b) so nearly resembles the name of another company in existence which was
incorporated under this Act or registered under the Companies Act as to be
calculated to deceive or confuse,
the Registrar may, whether or not the consent of the company in existence has been obtained
pursuant to subsection (3)(a), give notice to the last registered company to change its name and if it
fails to do so within 60 days from the date of the notice the Registrar shall direct the company to
change its name to such name as the Registrar deems appropriate, and the Registrar shall publish a
notice of the change in the Gazette.
13.
(6) Where a company is incorporated under a name that may be calculated to deceived
the public, the Registrar may give notice to the company to change such name and if
it fails to do so within 60 days from the date of the notice the Registrar shall direct the
company to be removed from the Register.
(7) Subject to subsections (3) and (5), where a company changes its name, the Registrar
shall enter the new name on the Register in place of the former name, and shall issue
a new certificate of incorporation indicating the change of name.
(8) A change of name does not affect any rights or obligations of a company, or render
defective any legal proceedings by or against a company, and all legal proceedings
that have been commenced against a company by its former name may be continued
against it in its new name.
(9) Subject to subsection (3), the Registrar may, upon a request made by any person and
payment of the prescribed fee, reserve for 90 days a name for future adoption by a
company under this Act.
(1) The Memorandum shall include the following particulars ––
(a) the name of the company;
(b) the location in The Bahamas of the registered office of the company;
(c) the location in The Bahamas of the registered agent of the company;
(d) subject to subsection (2), the objects or purposes for which the company is
to be incorporated;
(e) the currency in which shares in the company shall be issued;
(f) in the case of a company limited by shares, a statement of the authorised
capital of the company setting forth the aggregate of the par value, if any,
that the company is authorised to issue and the amount, if any, to be
represented by shares without par value that the company is authorised to
issue;
(g) in the case of a company limited by guarantee, a statement that each
member undertakes to contribute to the assets of the company, in the event
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14.
8
of a winding up during the time that he is a member, or within one year
afterwards, for payment of the debts and liabilities of the company
contracted before the time at which he ceases to be a member, and of the
costs, charges and expenses of winding up the company and for the
adjustment of the rights of the contributories amongst themselves, such
amounts as may be required, not exceeding an amount to be specified
therein;
(h) in the case of a company limited both by shares and by guarantee, the
statements referred to in paragraphs (f) and (g);
(i) in the case of an unlimited liability company, a statement that the liability of
the members is unlimited;
(j) a statement of the number of classes and series of shares, the number of
shares of each such class and series and the par value of shares with par
value and that the shares may be without par value if this is the case;
(k) a statement of the designations, powers, preferences and rights, and the
qualifications, limitations or restrictions of each class and series of shares
that the company is authorised to issue, unless the directors are to be
authorised to fix any such designations, powers, preferences, rights,
qualifications, and in that case, an express grant of such authority as may be
desired to grant to the directors to fix by resolution any such designations,
powers, preferences, rights, qualifications, limitations and restrictions that
have not been fixed by the Memorandum.
(2) For the purposes of subsection (1)(d), if the Memorandum contains a statement either
alone or with other objects or purposes that the object or purpose of the company is
to engage in any act or activity that is not prohibited under any law for the time being
in force in The Bahamas, the effect of that statement is to make all acts and activities
that are not illegal part of the objects or purposes of the company, subject to any
limitations in the Memorandum.
(3) The Memorandum shall be subscribed to by two persons in the presence of another
person who shall sign his name as a witness.
(4) The Memorandum, when registered, binds the company and its members from time
to time to the same extent as if each member had subscribed his name and affixed
his seal thereto and as if there were contained in the Memorandum, on the part of
himself, his heirs, executors and administrators, a covenant to observe the provisions
of the Memorandum subject to this Act.
(1) The Articles shall be subscribed to by two persons in the presence of another who
shall sign his name as a witness and such Articles shall be filed with the Registrar on
the same date as the filing of the memorandum
(2) The Articles, when registered, bind the company and its members from time to time to
the same extent as if each member had subscribed his name and affixed his seal
thereto and as if there were contained in the Articles, on the part of himself, his heirs,
AE/MS/Pub. / 09.2005
Articles

Registration
No. 14 of 2004
No. 19 of 2001
Certificate of
incorporation
Certificate to
be evidence of
compliance
Amendment of
Memorandum
or Articles
No. 14 of 2004
15.
9
executors and administrators, a covenant to observe the provisions of the Articles,
subject to this Act.
(1) The Memorandum and the Articles shall be registered by the Registrar in a register to
be maintained by him and to be known as the Register of International Business
Companies.
(2) Upon the registration of the Memorandum, the Registrar shall issue a certificate of
incorporation under his hand and seal certifying that the company is incorporated.
(3) An application for the registration of a company under this Act shall be in such form as
may be prescribed and shall be accompanied by such documents as the Registrar
may determine.
(4) The Registrar shall not register the memorandum or the articles delivered to him
unless he is satisfied that all requirements of this Act in respect of registration has
been complied with and-
(a) a counsel and attorney engaged in the formation of the company; or
(b) the registered agent named in the memorandum of the company to be the
registered agent, certifies in writing that the requirements of this Act in
respect of registration have been complied with and the written certification
delivered to the Registrar is sufficient evidence of compliance.
16. Where the Registrar issues a certificate of incorporation of a company, the company is, from
the date shown on the certificate of incorporation, a body corporate under the name
contained in the Memorandum with the full capacity of an individual who is sui juris, subject to
any limitations imposed by the Memorandum and to the provisions of this Act.
17. A certificate of incorporation of a company incorporated under this Act issued by the Registrar
shall be prima facie evidence of compliance with all requirements of this Act in respect of
incorporation.
18.
(1) Subject to any limitation in its Memorandum or Articles, a company incorporated under
this Act may amend its Memorandum or Articles by a resolution of members or, where
permitted by its Memorandum or Articles or by this Act, by a resolution of directors.
(2) A company that amends its Memorandum or Articles shall submit to the Registrar
within twenty-eithgt days after any amendment a copy of the resolution of members or
directors amending the Memorandum or Articles, as the case may be, authenticated,
in accordance with subsection (1) of section 72, as a true copy of the resolution
amending the Memorandum or Articles and the Registrar shall retain and register such
copy of the resolution.
(3) An amendment to the Memorandum or Articles shall not have effect until it is
registered by the Registrar.
AE/MS/Pub./ 09.2005

10
19. A copy of the Memorandum and a copy of the Articles shall be given to any member who
requests a copy on payment by the member of such amount as the directors may determine
to be reasonably necessary to defray the costs of preparing and furnishing them.
PART III
CAPITAL AND DIVIDENDS
20. Subject to any limitations in the Memorandum or Articles, each share in a company
incorporated under this Act shall be issued for money, services rendered, personal property
(including other shares, debt obligations or other securities in the company), an estate in real
property, a promissory note or other binding obligation to contribute money or property, or
any combination thereof.
21.
(1) Subject to any limitations in the Memorandum or Articles, shares in a company
incorporated under this Act may be issued for such amount as may be determined
from time to time by the directors, and, in the absence of fraud, the decision of the
directors as to the value of the consideration received by the company in respect of
the issue is conclusive, unless a question of law is involved.
(2) Subject to any limitations in the Memorandum or Articles, treasury shares and
unissued shares may be disposed of by a company incorporated under this Act on
such terms and conditions as the directors may determine.
22. Subject to any limitations in its Memorandum or Articles, a company incorporated under this
Act may issue fractions of a share and unless and to the extent otherwise provided in the
Memorandum or Articles, a fractional share has the corresponding fractional liabilities,
limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a
share of the same class or series of shares.
23.
24.
(1) Where a company incorporated under this Act issues a share with par value, the
consideration in respect of the share constitutes capital to the extent of the par value
and the excess constitutes surplus.
(2) Subject to any limitations in the Memorandum or Articles, where a company
incorporated under this Act issues a share without par value, the consideration in
respect of the share constitutes capital to the extent designated by the directors and
the excess constitutes surplus, except that the directors shall designate as capital an
amount of the consideration that shall be at least equal to the amount that the share is
entitled to as a preference, if any, in the assets of the company upon liquidation of the
company.
(3) Upon the disposition by a company incorporated under this Act of a treasury share,
the consideration in respect of the share shall be added to surplus.
(1) A share issued as a dividend by a company incorporated under this Act shall be
treated for all purposes as having been issued for money equal to the surplus that has
been transferred to capital upon the issue of the share.
AE/MS/Pub. / 09.2005
Copies of
Memorandum
and Articles to
members
Consideration
for shares
Amount of
consideration
Fractional
shares
Capital and
surplus accounts
Dividend of
shares

Increase or
reduction of
capital
No. 19 of 2001
Division and
combination
Nature of share
Share
certificates
25.
26.
11
(2) In the case of a dividend of authorised but unissued shares with par value, an amount
equal to the aggregate par value of the shares shall be transferred from surplus to
capital at the time of the distribution.
(3) In the case of a dividend of authorised but unissued shares without par value, the
amount designated by the directors shall be transferred from surplus to capital at the
time of the distribution, except that the directors shall designate as capital an amount
that is at least equal to the amount that the shares are entitled to as preference, if
any, in the assets of the company upon liquidation of the company.
(4) A division of the issued and outstanding shares of a class or series of shares into a
larger number of shares of the same class or series having proportionately small par
value does not constitute a dividend of shares.
(1) Subject to any limitations in its Memorandum or Articles, a company incorporated
under this Act may, by a resolution of directors, amend its Memorandum to increase
or reduce its authorised capital, and in connection therewith, the company may ––
(a) increase or reduce the number of shares which the company may issue;
(b) increase or reduce the par value of any of its shares; or
(c) effect any combination under paragraphs (a) and (b).
(2) Where a company reduces its authorised capital under subsection (1), then, for
purposes of computing capital of the company, any capital that immediately before
the reduction was represented by shares but immediately following the reduction is
no longer represented by shares shall be deemed to be surplus transferred from
capital to surplus.
(1) A company incorporated under this Act may amend its Memorandum ––
(a) to divide the shares, including issued shares, of a class or series into a
larger number of shares of the same class or series; or
(b) to combine the shares, including issued shares of a class or series into a
smaller number of shares of the same class or series.
(2) where shares are divided or combined under subsection (1), the aggregate par value
of the new shares shall be equal to the aggregate par value of the original shares.
27. Shares of a company incorporated under this Act are personal property and are not of the
nature of real property.
28.
(1) A company incorporated under this Act shall state in its Articles whether or not
certificates in respect of its shares shall be issued.
AE/MS/Pub./ 09.2005

12
(2) Where a company incorporated under this Act issues certificates in respect of its
shares, the certificates ––
(a) shall be signed by two directors or two officers of the company, or by one
director and one officer; or
(b) shall be under the common seal of the company evidenced by the signature
of a director or officer of the company,
and the Articles may provide for the signatures or common seal to be stamped thereon.
29.
30. (1) If ––
(3) A certificate issued in accordance with subsection (2) specifying a share held by a
member of the company shall be prima facie evidence of the title of the member to
the share specified therein.
(1) A company incorporated under this Act shall cause to be kept at its registered office
one or more registers to be known as Share Registers containing ––
(a) the names and addresses of the persons who hold registered shares in the
company;
(b) the number of each class and series of registered shares held by each
person;
(c) the date on which the name of each person was entered in the Share
Register; and;
(d) the date on which any person ceased to be a member
(2) The Share Register may be in such form as the directors may approve but if it is
magnetic, electronic or other data storage form, the company shall be able to
produce legible evidence of its contents.
(3) The Share Register shall be prima facie evidence of any matters directed or
authorised by this Act to be contained therein.
(4) In the case of a company limited by guarantee the term "Share Register" shall mean
"Register of Members" in which shall be entered the names and addresses of the
members of such a company, the date of such entry and the date when any person
ceases to be a member.
(a) information that is required to be entered in the Share Register under section
29 is omitted therefrom or inaccurately entered therein; or
(b) there is unreasonable delay in entering the information in the Share Register,
a member of the company, or any person who is aggrieved by the omission, inaccuracy or delay may
apply to the court for an order that the Share Register be rectified, and the court may either grant or
AE/MS/Pub. / 09.2005
Share Register
No. 19 of 2001
Rectification of
Share Register

Transfer of
Registered
Shares
Acquisition of
shares
No. 19 of 2001
13
refuse the application, with or without costs to be paid by the applicant, or order the rectification of
the Share Register and may direct the company to pay all costs of the application and any damages
the applicant may have sustained.
(2) The court may, in any proceedings under subsection (1), determine any question
relating to the right of a person who is a party to the proceedings to have his name
entered in or omitted from the Share Register, whether the question arises between –
(a) two or more members or alleged members; or
(b) between members or alleged members and the company,
and generally the court may in the proceedings determine any question that may be necessary or
expedient to be determined for the rectification of the Share Register.
31.
32.
(1) Subject to any limitations in the Memorandum or Articles, registered shares of a
company incorporated under this Act may be transferred by a written instrument of
transfer signed by the transferor and containing the name and address of the
transferee.
(2) In the absence of a written instrument of transfer mentioned in subsection (1), the
directors may accept such evidence of a transfer of shares as they consider
appropriate.
(3) A company shall not be required to treat a transferee of a registered share in the
company as a member until the transferee's name has been entered in the Share
Register.
(4) Subject to any limitations in its Memorandum or Articles, a company incorporated
under this Act shall, on the application of the transferor or transferee of a registered
share in the company, enter in its Share Register the name of the transferee of the
share.
(5) A transfer of registered shares of a deceased, or bankrupt member of a company
incorporated under this Act made by his personal representative, guardian or trustee,
as the case may be, or a transfer of registered shares owned by a person as a result
of a transfer from a member by operation of law, is of the same validity as if the
personal representative, guardian, trustee or transferee had been the registered
holder of the shares at the time of the execution of the instrument of transfer.
(1) Subject to any limitations in its Memorandum or Articles, a company may purchase,
redeem or otherwise acquire and hold its own shares.
(2) No purchase, redemption or other acquisition permitted under subsection (1) shall be
made unless the directors determine that immediately after the purchase, redemption
or other acquisition ––
(a) the company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and
AE/MS/Pub./ 09.2005

14
(b) the realizable value of the assets of the company will not be less than the
sum of its total liabilities, other than deferred taxes, as shown in the books of
account;
and, in the absence of fraud, the decision of the directors as to the realizable value of the
assets of the company is conclusive unless a question of law is involved.
(3) A determination by the directors under subsection (2) is not required where shares are
purchased, redeemed or otherwise acquired ––
(a) pursuant to a right of a member to have his shares redeemed or to have his
shares exchanged for money or other property of the company;
(b) in exchange for newly issued shares in the company;
(c) by virtue of the provisions of section 80; and
(d) pursuant to an order of the court.
(4) Subject to any limitations in the Memorandum or Articles, shares that a company
purchases, redeems or otherwise acquires may be cancelled or held as treasury
shares unless the shares are purchased, redeemed or otherwise acquired out of
capital pursuant to section 34, in which case they shall be cancelled; and upon the
cancellation of a share, the amount included as capital of the company with respect to
that share shall be deducted from the capital of the company.
33. Where shares in a company incorporated under this Act ––
34.
(a) are held by the company as treasury shares; or
(b) are held by another company of which the first company holds, directly or
indirectly, shares having more than 50 percent of the votes in the election of
directors of that other company,
the shareholders of the first company are not entitled to vote or to have dividends paid
thereon and shall not be treated as outstanding for any purpose under this Act except for the
purpose of determining the capital of the first company.
(1) Subject to any limitations in the Memorandum or Articles and subject to subsections
(3) and (4), the capital of a company incorporated under this Act may by resolution of
directors, be ––
(a) increased by transferring an amount out of the surplus of the company to
capital; or
(b) reduced by ––
AE/MS/Pub. / 09.2005
No. 19 of 2001
No. 19 of 2001
Treasury Shares
disabled in respect
of voting and
dividends
No. 19 of 2001
Increase or
reduction of
capital

15
(i) returning to members any amount received by the company upon
the issue of any of its shares, the amount being surplus to the
company;
(ii) canceling any capital that is lost or not represented by assets
having a realizable value; or
(iii) transferring capital to surplus for the purpose of purchasing,
redeeming or otherwise acquiring shares that the directors have
resolved to purchase, redeem or otherwise acquire.
(2) Where a company reduces its capital under subsection (1), the company may ––
(a) return to members any amount received by the company upon the issue of
its shares;
(b) purchase, redeem or otherwise acquire its shares out of capital; or
(c) cancel any capital that is lost or not represented by assets having a
realizable value.
(3) No reduction of capital shall be effected that reduces the capital of the company to an
amount that is less than the sum of ––
(a) the aggregate of ––
(i) all outstanding shares with par value, and
(ii) all shares with par value held by the company as treasury shares;
and
(b) the aggregate of the amounts designated as capital of ––
(i) all outstanding shares without par value, and
(ii) all shares without par value held by the company as treasury shares
that are entitled to a preference, if any, in the assets of the
company upon liquidation of the company.
(4) No reduction of capital shall be effected under subsection (1) unless the directors
determine that immediately after the reduction ––
(a) the company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and
(b) the realizable value of the assets of the company will not be less than its
total liabilities, other than deferred taxes, as shown in the books of account,
and its remaining issued and outstanding share capital;
and, in the absence of fraud, the decision of the directors as to the realizable value of the
assets of the company is conclusive unless a question of law is involved.
AE/MS/Pub./ 09.2005

35.
16
(1) Subject to any limitations in its Memorandum or Articles a company incorporated
under this Act may, by a resolution of directors, declare and pay dividends in money,
shares or other property.
(2) Dividends shall only be declared and paid if the directors determine that immediately
after the payment of the dividend ––
(a) the company will be able to satisfy its liabilities as they become due in the
ordinary course of its business; and
(b) the realizable value of the assets of the company will not be less than the
sum of its total liabilities, other than deferred taxes, as shown in the books of
account, and its issued and outstanding share capital;
and, in the absence of fraud, the decision of the directors as to the realizable value of the
assets of the company is conclusive unless a question of law is involved.
36. Subject to any limitations in its Memorandum or Articles a company incorporated under this
Act may, by a resolution of directors, include in the computation of surplus for any purpose
under this Act the net unrealized appreciation of assets of the company, and, in the absence
of fraud, the decision as to the value of the assets is conclusive, unless a question of law is
involved.
36A.
(1) A mortgage of shares or a charge of shares of a company incorporated under this
Act must be in writing signed by, or with the authority of, the registered holder of the
share to which the mortgage or charge relates.
(2) A mortgage of shares or a charge of shares of a company incorporated under this
Act need not be in any specific form but it must clearly indicate ––
(a) the intention to create a mortgage or charge; and
(b) the amount secured by the mortgage or charge or how that amount is to be
calculated.
(3) A mortgage of shares or a charge of shares of a company incorporated under this
Act may be governed by the law of a jurisdiction other than The Bahamas, but if a law
other than the law of The Bahamas is specified as the governing law ––
(a) the mortgage or charge must be in compliance with the requirements of its
governing law in order for the mortgage or charge to be valid and binding on
the company; and
(b) the remedies available to a mortgagee or chargee shall be governed by the
governing law and the instrument creating the mortgage or charge save that
the rights between the mortgagor or mortgagee as a member of the
AE/MS/Pub. / 09.2005
Dividends
Appreciation of
assets
Mortgages and
charges of
shares
No. 14 of 2004

17
company and the company shall continue to be governed by the
memorandum and the articles of the company and this Act.
(4) If no law is specified to govern a mortgage of shares or a charge of shares of a
company incorporated under this Act, the instrument creating the mortgage or
charge shall be governed by the laws of The Bahamas and, in the case of a default by
the mortgagor or chargor on the terms of the mortgage, the mortgagee or chargee
is entitled to the following remedies ––
(a) subject to any limitations or provisions to the contrary in the instrument
creating the mortgage or charge, the right to sell the shares; and
(b) the right to appoint a receiver who, subject to any limitations or provisions to
the contrary in the instrument creating the mortgage or charge, may ––
(i) vote the shares;
(ii) receive dividends and other payments in respect of the shares, and
(iii) exercise other rights and powers of the mortgagor or chargor in
respect of the shares, until such time as the mortgage or charge is
discharged.
(5) Subsection (4) also applies to a mortgage of shares or a charge of shares of a
company incorporated under this Act where the law of The Bahamas is specified as
the governing law.
(6) Subject to any provisions to the contrary in the instrument of mortgage of shares or a
charge of shares of a company incorporated under this Act, all amounts that accrue
from the enforcement of the mortgage or charge shall be applied in the following
manner ––
(a) firstly, in meeting the costs incurred in enforcing the mortgage or charge;
(b) secondly, in discharging the sums secured by the mortgage or charge; and
(c) thirdly, in paying any balance due to the mortgagor or chargor.
(7) The remedies referred to in subsection (4) are not exercisable until ––
(a) a default has occurred and has continued for a period of not less than 30
days, or such shorter period as may be specified in the instrument creating
the mortgage or charge; and
(b) the default has not been rectified within fourteen days from service of the
notice specifying the default and requiring rectification thereof.
(8) In the case of a mortgage of shares or a charge of shares there may be entered in
the share register of the company ––
AE/MS/Pub./ 09.2005

36B.
(a) a statement that the shares are mortgaged or charged;
(b) the name of the mortgagee or chargee; and
18
(c) the date on which the statement and name are entered in the share register.
(1) A company incorporated under this Act may elect to submit for registration by the
Registrar its register of mortgages and charges.
(2) A company that has elected to submit for registration a copy of its register of
mortgages and charges shall, until it otherwise notifies the Registrar pursuant to
subsection (3), submit for registration any changes in the register of mortgages and
charges by substituting for registration of a copy of the register containing the
changes.
(3) A company that submits for registration a copy of its register with the Registrar may
elect to cease registration of changes in the register by so informing the Registrar in
writing.
(4) If a company elects to submit for registration its register pursuant to subsection (1),
then, until such time as the company informs the Registrar pursuant to subsection (3)
that it elects to cease to register changes in its register, the company is bound by
the contents of the copy of its register submitted to the Registrar.
36C. A company incorporated under this Act may submit to the Registrar for registration —
37.
(a) any document or copy of a document creating a mortgage, charge or other
encumbrance over some or all its assets;
(b) any document or copy of a document amending any document referred to in
paragraph (a); and
(c) any document releasing or discharging a mortgage, charge or other
encumbrance over any or all its assets,
and the Registrar must retain and register the document or, as the case may be, the copy
thereof.
PART IV
REGISTERED OFFICE AND REGISTERED AGENT
(1) A company incorporated under this Act shall at all times have a registered office in
The Bahamas.
(2) The address of the registered office shall be submitted to the Registrar with the
Memorandum for registration upon the date of the application for incorporation.
AE/MS/Pub. / 09.2005
Optional
registration of
registers
No. 14 of 2004
Optional
registration of
mortgages and
charges
No. 14 of 2004
Registered Office

No. 14 of 2004
Registered Agent
Register of
registered agents
Registered agent
desiring to cease
to act
No. 14 of 2004
38.
39.
39A.
19
(3) The directors of the company may change the address of the registered office of the
company, which change shall be notified to the Registrar within fourteen days after
such change has been made.
(1) A company incorporated under this Act shall at all times have a registered agent in
The Bahamas.
(2) No person shall act as registered agent unless he is licensed to carry on the business
of financial and corporate services pursuant to section 3 of the Financial and
Corporate Service Providers Act, 2000:
Provided that this subsection shall not apply to a company licensed under the Banks and Trust
Companies Regulation Act, 2000.
(3) The Minister may by order vary or add to the requirements of subsection (2).
(4) Any person who was acting as a registered agent before the coming into force of this
section may continue to so act but only if such person, within 90 days from the
commencement of this section obtains a licence pursuant to the Financial and
Corporate Service Providers Act, 2000.
(5) The name and address of the registered agent shall be submitted to the Registrar for
registration at the date of incorporation of the company.
(6) The company shall notify the Registrar of any change in the name or address of the
registered agent.
(1) The Registrar shall maintain a register of licensed registered agents and the register
referred to in section 9 of the Financial and Corporate Service Providers Act, 2000
shall be the register for the purposes of this section.
(2) The Registrar shall, during the month of February in each year, publish in the Gazette a
list of registered agents on 31 st January in that year.
(3) Any change in the details kept by the Registrar in the register of registered agents
pursuant to subsection (1) shall be notified immediately by the registered agent to the
Registrar, and upon payment of such fee as may be prescribed by the Minister, the
Registrar shall record the change in the register of registered agents.
(1) Where the registered agent of a company desires to cease to act as registered agent
and the registered agent is unable to reach an agreement with the company for which
he is registered agent concerning his replacement, the following provisions shall
apply —
(a) the registered agent shall give not less than 90 days written notice to any
director or officer of the company of which he is the registered agent at the
director’s or officer’s last known address, or if the registered agent is not
aware of the identity of any director or officer then the person from whom
AE/MS/Pub./ 09.2005

39B.
20
the registered agent last received instructions concerning the company,
specifying the wish of the registered agent to resign as registered agent;
(b) the registered agent shall, in writing, inform the Registrar that he has served
the notice referred to in paragraph (a);
(c) if, at the time of the expiry of the notice, the company has not notified the
Registrar or the registered agent of any change in the name or address of its
registered agent, the registered agent shall inform the Registrar in writing
that the company has not changed its registered agent whereupon the
Registrar shall publish a notice in the Gazette that the name of the company
will be struck off the Register, unless the company, within thirty days from
the date of the publication of the notice in the Gazette, notifies the Registrar
of the change in the name or address of its registered agent; and
(d) if a company fails within thirty days from the date of the publication of the
notice referred to in paragraph (c) to notify the Registrar of the change in the
name or address of its registered agent, the Registrar shall strike the name
of the company off the Register and shall publish in the Gazette a notice that
the name of the company has been struck off the Register.
(2) A company that has been struck off the Register under this section or section 39B
remains liable for all claims, debts, liabilities and obligations of the company, and the
striking-off shall not affect the liability of any of its members, directors, officers or
agents.
(1) If the Registrar has reasonable cause to suspect that a registered agent has died or
has otherwise ceased to act or to quealify to act as a registered agent pursuant to
section 39A and the company has not notified the Registrar of any change in the
name or address of its registered agent the Registrar shall serve on the company at
its registered office, a notice directing the company to replace the registered agent.
(2) If the company fails within thirty days from the date of the notice to notify the
Registrar of any change in the name or address of its registered agent, the Registrar
shall strike the name of the company off the Register and shall publish in the Gazette
a notice that the name of the company has been struck off the Register.”.
PART V
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
40. Subject to any limitations in its principal. Memorandum or Articles or in any unanimous
shareholder agreement, the business and affairs of a company incorporated under this Act
shall be managed by at least one director who may be an individual or a company.
41.
(1) All the shareholders of a company among themselves or all the shareholders of a
company and a person who is not a shareholder of a company, may by a written
agreement restrict in whole or in part, the powers of the directors of the company to
AE/MS/Pub. / 09.2005
Registered agent
ceasing to act
No. 14 of 2004
Management
by directors
No. 14 of 2004
Unanimous
shareholder
agreement

Election,
term and
removal of
directors
No. 19 of 2001
Number
of directors.
No. 19 of 2001
42.
21
manage the business and affairs of the company, and any such agreement if not
otherwise invalid, shall be valid.
(2) A shareholder who is a party to any unanimous shareholder agreement has all the
rights, powers and duties and incurs all the liabilities of a director of the company to
which the agreement relates, to the extent that the agreement restricts the discretion
or powers of the directors to manage the business and affairs of the company; and
the directors are hereby relieved of their duties and liabilities to the same extent.
(3) If a person who is the beneficial owner of all the issued shares of a company makes a
written declaration that restricts in whole or in part the powers of the directors to
manage the business and affairs of the company, the declaration shall constitute a
unanimous shareholder agreement.
(4) Where any unanimous shareholder agreement is executed or terminated, written
notice of that fact, together with the date of the execution or termination thereof, shall
be filed with the Registrar within 15 days after the execution or termination and no
such agreement shall be legally effective until notice of its execution shall have been
filed as aforesaid.
(5) In this section "shareholder" includes "member".
(1) The first directors of a company incorporated under this Act shall be elected by the
subscribers to the Memorandum; and thereafter, the directors shall be elected by the
members for such term as the members may determine and where permitted by the
Memorandum or Articles of a company incorporated under this Act, the directors may
also elect directors for such term as the directors may determine.
(2) Each director holds office until his successor takes office or until his earlier death,
resignation or removal or in the case of a company upon the making of an order for
the winding up or dissolution of the company or upon the removal of a defunct
company by the Registrar otherwise than pursuant to a winding–up order.
(3) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement —
(a) a director shall cease to hold the office of director if a majority requests his
resignation in writing;
(b) a director may resign his office by giving written notice of his resignation to
the company and the resignation has effect from the date the notice is
received by the company or from such later date as may be specified in the
notice.
(4) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, a vacancy in the board of directors may be filled by a
resolution of members or of a majority of the remaining directors.
43. The number of directors shall be fixed by the Articles and, subject to any limitations in the
Memorandum or Articles, the Articles may be amended to change the number of directors.
AE/MS/Pub./ 09.2005

44.
22
(1) A company incorporated under this Act shall keep a register to be known as a
register of directors and officers containing-
(a) the names and addresses of the persons who are directors and officers of
the company;
(b) the date on which each person whose name is entered in the register was
appointed as a director or officer of the company; and
(c) the date on which each person as a director or officer ceased to be a
director or officer of the company.
(2) The register of directors and officers may be in such form as the directors approve,
but if it is in magnetic, electronic or other data storage form, the company must be
able to produce legible evidence of its contents.
(3) The register of directors and officers, commencing from the date of the registration of
the company, shall be kept at the registered office of the company referred to in
section 37.
(4) A copy of the register of directors and officers shall be filed with the Registrar and
shall be open to inspection by members of the public during official hours.
(5) The register of directors and officers is prima facie evidence of any matters directed
or authorised by this Act to be contain therein.
(6) The register of a company shall be filed with the Registrar within twelve months after
the appointment of the directors and officers of that company.
(7) Where the register has not been filed within the time specified in subsection (6) the
company may be struck off the Register.
(8) A notice of a change in the directors and officers of an International Business
Company shall be filed with the Registrar within twelve months after such change
occurs.
45. The directors shall have all the powers of the company that are not reserved to the members
under this Act or in the Memorandum or Articles or in any unanimous shareholder agreement.
46. Subject to any limitations in the Memorandum or Articles or in any unanimous shareholder
agreement, the directors may, by a resolution of directors fix the emoluments of directors in
respect of services to be rendered in any capacity to the company.
AE/MS/Pub. / 09.2005
Register of
directors and
officers
No. 19 of 2001
No. 19 of 2001
No. 14 of 2004
No. 14 of 2004
No. 14 of 2004
Powers of
directors
Emoluments of
directors

Committee of
directors
No. 19 of 2001
No. 19 of 2001
Meeting
of directors
Notice of
meetings of
directors
Quorum of
directors
No. 19 of 2001
Consents of
directors
No. 19 of 2001
47.
48.
49.
23
(1) The directors may, by a resolution of directors designate one or more Committees,
each consisting of one or more directors.
(2) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, each Committee has such powers and authority of the
directors, including the power and authority to affix the common seal of the company,
as are set forth in the resolution of directors establishing the Committee, except that
no Committee has any power or authority with respect to the matters requiring a
resolution of directors under section 42 or 53.
(1) Subject to any limitations in the Memorandum or Articles or in an unanimous
shareholder agreement, the directors of a company incorporated under this Act may
meet at such times and in such manner and places within or outside The Bahamas as
the directors may determine to be necessary or desirable.
(2) A director shall be deemed to be present at a meeting of directors if—
(a) he participates by telephone or other electronic means; and
(b) all directors participating in the meeting are able to hear each other and
recognise each other's voice and for this purpose participation constitutes
prima facie proof of recognition.
(1) Subject to a requirement in the Memorandum or Articles or in any unanimous
shareholder agreement to give longer notice, a director shall be given not less than 2
days notice of meetings of directors.
(2) Notwithstanding subsection (1) but subject to any limitations in the Memorandum or
Articles or in any unanimous shareholder agreement, a meeting of directors held in
contravention of that subsection, is valid if all the directors, or such majority thereof
as may be specified in the Memorandum or Articles or in any unanimous shareholder
agreement entitled to vote at the meeting, have waived the notice of the meeting; and
for this purpose, the presence of a director at the meeting shall be deemed to
constitute waiver on his part.
(3) The inadvertent failure to give notice of a meeting to a director, or the fact that a
director has not received the notice, does not invalidate the meeting.
50. The quorum for a meeting of directors is that fixed by the Memorandum or Articles.
51. Subject to any limitations in the Memorandum or Articles or in any unanimous shareholder
agreement, an action that may be taken by the directors or a Committee of directors at a
meeting may also be taken by a resolution of directors or a Committee of directors consented
to in writing or by telex, telefax, telegram, cable or other written electronic communication,
without the need for any notice.
AE/MS/Pub./ 09.2005

52.
24
(1) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, a director may by a written instrument appoint an alternate
who need not be a director and the name of such alternate shall be disclosed and
notified to the Registrar.
(2) An alternate for a director appointed under subsection (1) shall be entitled to attend
meetings in the absence of the director who appointed him and to vote or consent in
the place of the director.
52A. Where there is a single director or a single shareholder of a company incorporated under this
Act, any requirement in this Act or in the Articles for a meeting of directors or shareholders
for any purpose shall be satisfied where such single director or single shareholder passes a
resolution in lieu of such meeting.
53.
(1) The directors may, by a resolution of directors appoint any person, including a person
who is a director, to be an officer or agent of the company.
(2) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, each officer or agent has such powers and authority of the
directors, including the power and authority to affix the common seal of the company,
as are set forth in the Articles or in any unanimous shareholder agreement or in the
resolution of directors appointing the officer or agent, except that no officer or agent
has any power or authority with respect to the matters requiring a resolution of
directors under section 46 and this section.
(3) The directors may remove an officer or agent appointed under subsection (1) and may
revoke or vary a power conferred on him under subsection (2).
54. Every director, officer, agent and liquidator of a company incorporated under this Act, in
performing his functions, shall act honestly and in good faith with a view to the best interests
of the company and exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
55. Every director, officer, agent and liquidator of a company incorporated under this Act, in
performing his functions, is entitled to rely upon the Share Register kept under section 29, the
books of accounts and records and the minutes and copies of consents to resolutions kept
under section 66 and any report made to the company by any other director, officer, agent or
liquidator or by any person selected by the company to make the report.
56.
(1) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, if the requirements of subsection (2) are satisfied, no
agreement or transaction between
(a) a company incorporated under this Act; and
(b) one or more of its directors or liquidators, or any person in which any
director or liquidator has a financial interest or to whom any director or
liquidator is related, including as a director or liquidator of that other person,
AE/MS/Pub. / 09.2005
Alternates for
directors
Meeting of single
director or single
shareholder
No. 19 of 2001
Officers and
agents
Standard of care
Reliance on
records
and reports
Conflict of
interests

No. 19 of 2001
Indemnification
Insurance
57.
25
is void or voidable for this reason only or by reason only that the director or liquidator is
present at the meeting of directors or liquidators, or at the meeting of the Committee of
directors or liquidators, that approves the agreement or transaction or that the vote or
consent of the director or liquidator is counted for that purpose.
(2) An agreement or transaction referred to in subsection (1) is valid if ––
(a) the material facts of the interest of each director or liquidator in the
agreement or transaction and his interest in or relationship to any other party
to the agreement or transaction are disclosed in good faith or are known by
the members entitled to vote at a meeting of members; and
(b) the agreement or transaction is approved or ratified by a resolution of
members.
(3) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, a director or liquidator who has an interest in any particular
business to be considered at a meeting of directors, liquidators or members may be
counted for purposes of determining whether the meeting is duly constituted in
accordance with section 50 or otherwise.
(1) Subject to subsection (2) and any limitations in its Memorandum or Articles or in any
unanimous shareholder agreement, a company incorporated under this Act may
indemnify against all expenses, including legal fees, and against all judgements, fines
and amounts paid in settlement and reasonably incurred in connection with legal, or
administrative proceedings any person who –
(a) is or was a party or is threatened to be made a party to any threatened,
pending or completed proceedings, whether civil, or administrative by
reason of the fact that the person is or was a director, an officer or a
liquidator of the company; or
(b) is or was, at the request of the company, serving as a director, officer or
liquidator, or in any other capacity is or was acting for, another company or
a partnership, joint venture, trust or other enterprise.
(2) Subsection (1) only applies to a person referred to in that subsection if the person
acted honestly and in good faith with a view to the best interests of the company.
58. A company incorporated under this Act may purchase and maintain insurance in relation to
any person who is or was a director, a registered agent, an officer or a liquidator of the
company, or who at the request of the company is or was serving as a director, a registered
agent, and officer or a liquidator of, or in any other capacity is or was acting for, another
company or a partnership, joint venture, trust or other enterprise, against any liability asserted
against the person and incurred by the person in that capacity, whether or not the company
has or would have had the power to indemnify the person against the liability under subsection
(1) of section 57.
AE/MS/Pub./ 09.2005

59.
60.
26
PART VI
PROTECTION OF MEMBERS AND CREDITORS
(1) Subject to any limitations in the Memorandum or Articles or in any unanimous
shareholder agreement, the directors of a company incorporated under this Act may
convene meetings of the members of the company at such times and in such manner
and places within or outside The Bahamas as the directors consider necessary or
desirable.
(2) Subject to a provision in the Memorandum or Articles or in any unanimous shareholder
agreement for a lesser percentage, upon the written request of members holding
more than 50 per cent of the votes of the outstanding voting shares in the company,
the directors shall convene a meeting of members.
(3) Subject to any limitations in the Memorandum or Articles, a member shall be deemed
to be present at a meeting of members if ––
(a) he participates by telephone or other electronic means; and
(b) all members participating in the meeting are able to hear each other and
recognise each other's voice and for this purpose participation constitutes
prima facie proof of recognition.
(4) A member may be represented at a meeting of members by a proxy who may speak
and vote on behalf of the member.
(5) The following provisions apply in respect of joint ownership of shares—
(a) if 2 or more persons hold shares jointly each of them may be present in
person or by proxy at a meeting of members and may speak as member;
(b) if only one of them is present in person or by proxy, he may vote on behalf of
all of them; and
(c) if 2 or more are present in person or by proxy, they shall vote as one.
(1) Subject to a requirement in the Memorandum or Articles or in any unanimous
shareholder agreement to give longer notice, the directors shall give not less than 7
days notice of meetings of members to those persons whose names on the date the
notice appear as members in the Share Register referred to in section 29and are
entitled to vote at the meeting.
(2) Notwithstanding subsection (1) but subject to any limitations in the Memorandum or
Articles or in any unanimous shareholder agreement, a meeting of members held in
contravention of the requirement to give notice is valid if members holding a 90 per
cent majority, or such lesser majority as may be specified in the Memorandum or
Articles or in any unanimous shareholder agreement, of
AE/MS/Pub. / 09.2005
Meetings of
members
No. 19 of 2001
Notice of
meetings of
members

Quorum for
meeting of
members
Voting by
members
Consents of
members
Service of
notice on
members
Service of
process, etc.
on company
27
(a) the total number of the shares of the members entitled to vote on all the
matters to be considered at the meeting; or
(b) the votes of each class or series of shares where members are entitled to
vote thereon as a class or series together with an absolute majority of the
remaining votes,
have waived notice of the meeting; and for this purpose, the presence of a member at the
meeting shall be deemed to constitute waiver on his part.
(3) The inadvertent failure of the directors to give notice of a meeting to a member, or the
fact that a member has not received the notice, does not invalidate the meeting.
61. The quorum for a meeting of members for purposes of a resolution of members is that fixed
by the Memorandum or Articles; but where no quorum is so fixed, a meeting of members is
properly constituted for all purposes if at the commencement of the meeting there are
present in person or by proxy shareholders representing more than one–half of the shares of
each class or series thereof.
62.
(1) Except as otherwise provided in the Memorandum or Articles, all shares vote as one
class and each whole share has one vote.
(2) The directors of a company incorporated under this Act may fix the date notice is
given of a meeting as the record date for determining those shares that are entitled to
vote at the meeting.
63. Subject to any limitations in the Memorandum or Articles, an action that may be taken by
members at a meeting of members may also be taken by a resolution of all members
consented to in writing or by telex, telegram, telefax, cable or other written electronic
communication, without the need for any notice.
64.
65.
(1) Any notice, information or written statement required under this Act to be given to
members by a company incorporated under this Act shall be served in the case of
members holding registered shares —
(a) in the manner prescribed in the Memorandum or Articles, as the case may
be, or
(b) in the absence of a provision in the Memorandum or Articles, by personal
service or by mail addressed to each member at the address shown in the
Share Register; and
(1) Any summons, notice, order, document, process, information or written statement to
be served on a company incorporated under this Act may be served by leaving it, or
by sending it by registered mail addressed to the company at its registered office or
by leaving it with, or by sending it by registered mail to, the registered agent of the
company.
AE/MS/Pub./ 09.2005

66.
67.
68.
28
(2) Service of any summons, notice, order, document, process, information or written
statement to be served on a company incorporated under this Act may be proved by
showing that the summons, notice, order, document, process, information or written
statement —
(a) was mailed in such time as to admit to its being delivered in the normal
course of delivery, within the period prescribed for service; and
(b) was correctly addressed and the postage was prepaid.
(1) A company incorporated under this Act shall keep such financial statements accounts
and records as the directors consider necessary or desirable in order to reflect the
financial position of the company.
(2) A company incorporated under this Act shall keep at its registered office—
(a) a copy of the Memorandum and Articles and all amendments thereto
(b) a register of all its directors and officers and such other records as the
Minister may by order prescribe.
(3) A company incorporated under this Act shall have a common seal and an imprint
thereof shall be kept at the registered office of the company.
(1) A member of a company incorporated under this Act may, in person or by attorney
and in furtherance of a proper purpose, request in writing specifying the purposes, to
inspect during normal business hours the Share Register of the company and the
books, records, minutes and consents kept by the company and to make copies or
extracts therefrom.
(2) For purposes of subsection (1), a proper purpose is a purpose reasonably related to
the member's interest as a member.
(3) If a request under subsection (1) is submitted by an attorney for a member, the
request shall be accompanied by a power of attorney authorising the attorney to act
for the member.
(4) If the company, by a resolution of directors, determines that it is not in the best
interest of the company or of any other members of the company to comply with a
request under subsection (1), the company may refuse the request.
(5) Upon refusal by the company of a request under subsection (1), the member may
before the expiration of a period of 90 days of his receiving notice of the refusal,
apply to the court for an order to allow the inspection.
(1) Contracts may be entered into on behalf of a company incorporated under this Act as
follows—
AE/MS/Pub. / 09.2005
Books, records
and common
seal
Inspection of
books and records
Contracts
Generally

Pre-incorporation
contracts
69.
29
(a) a contract that, if entered into between individuals, is required by law to be in
writing and under seal, may be entered into by or on behalf of the company
in writing under the common seal of the company, and may, in the same
manner, be varied or discharged;
(b) a contract that, if entered into between individuals, is required by law to be in
writing and signed by the parties, may be entered into by or on behalf of the
company in writing and signed by a person acting under the express or
implied authority of the company, and may, in the same manner, be varied or
discharged; and
(c) a contract that, if entered into between individuals, is valid although entered
into orally, and not reduced to writing, may be entered into orally by or on
behalf of the company by a person acting under the express or implied
authority of the company, and may, in the same manner, be varied or
discharged.
(2) A contract entered into in accordance with this section is valid and is binding on the
company and its successors and all other parties to the contract.
(3) Without affecting paragraph (a) of subsection (1), a contract, agreement or other
instrument executed by or on behalf of a company by a director or an authorised
officer or agent of the company is not invalid by reason only of the fact that the
common seal of the company is not affixed to the contract, agreement or instrument.
(1) A person who enters into a written contract in the name of or on behalf of a company
incorporated under this Act before the company comes into existence, shall be
personally bound by the contract and is entitled to the benefits of the contract, except
where —
(a) the contract specifically provides otherwise; or
(b) subject to any provisions of the contract to the contrary, the company
adopts the contract, under subsection (2).
(2) Within a period of 90 days after a company incorporated under this Act comes into
existence, the company may, by any action or conduct signifying its intention to be
bound thereby, adopt a written contract entered into in its name or on its behalf
before it came into existence.
(3) When a company adopts a contract under subsection (2) —
(a) the company shall be bound by, and entitled to the benefits of, the contract
as if the company had been in existence at the date of the contract and had
been a party to it; and
(b) subject to any provisions of the contract to the contrary, the person who
acted in the name of or on behalf of the company ceases to be bound by or
entitled to the benefits of the contract.
AE/MS/Pub./ 09.2005

30
70. A promissory note or bill of exchange shall be deemed to have been made, accepted or
endorsed by a company incorporated under this Act if it is made, accepted or endorsed in the
name of the company —
71.
72.
(a) by or on behalf or on account of the company; or
(b) by a person acting under the express or implied authority of the company;
and if so endorsed, the person signing the endorsement shall not be liable thereon.
(1) A company incorporated under this Act may, by an instrument in writing, whether or
not under its common seal, authorize a person, either generally or in respect of any
specified matters, as its agent to act on behalf of the company and to execute
contracts, agreements, deeds and other instruments on behalf of the company.
(2) A contract, agreement, deed or other instrument executed on behalf of the company
by an agent appointed under subsection (1), whether or not under his seal, is binding
on the company and has the same effect as if it were under the common seal of the
company.
(3) A power of attorney under this section applies both within and outside The Bahamas.
(1) A document requiring authentication or attestation by a company incorporated under
this Act may be signed by a director, a secretary or by an authorised officer or agent
of the company, and need not be under its common seal.
(2) If the signature of any director, officer or agent authenticating or attesting any
document is verified in writing by the registered agent of a company, the company is
bound by the document.
73. If at any time there is no member of a company incorporated under this Act, any person doing
business in the name of or on behalf of the company is personally liable for the payment of all
debts of the company contracted during the time and the person may be sued therefor
without joinder in the proceedings of any other person.
74. In this Part —
PART VII
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS,
ARRANGEMENTS AND DISSENTERS
"consolidated company" means the new company that results from the consolidation of 2 or
more constituent companies;
"consolidation" means the fusion of 2 or more constituent companies into a new company;
AE/MS/Pub. / 09.2005
Notes and bills of
exchange
Power of Attorney
Authentication
or attestation
Company
without a member
Interpretation
for purposes
of Part VII

Merger and
consolidation
75.
31
"constituent company" means an existing company that is participating in a merger or
consolidation with one or more other existing companies;
"merger" means the merging of 2 or more constituent companies into one of the constituent
companies;
"parent company" means a company that owns more than 50 percent of the outstanding
voting shares of each class and series of shares in another company:
Provided that for the purposes of section 76 it means a company that owns more
than 90 percent of such shares as aforesaid;
"subsidiary company" means a company more than 50 percent of whose outstanding voting
shares are owned by another company:
Provided that for the purposes of section 76 it means a company more than 90 per
cent of whose shares as aforesaid are owned by another company;
(1) Two or more companies incorporated under this Act may merge or consolidate in
accordance with subsections (3) to (5).
(2) One or more companies incorporated under this Act may merge or consolidate with
one or more companies incorporated under the Companies Act in accordance with
subsections (3) to (5) if the surviving company or the consolidated company will satisfy
the requirements prescribed for an International Business Company by section 4.
(3) The directors of each constituent company that proposes to participate in a merger or
consolidation shall approve a written plan of merger or consolidation containing, as
the case requires—
(a) the name of each constituent company and the name of the surviving
company or the consolidated company;
(b) in respect of each constituent company —
(i) the designation and number of outstanding shares of each class and
series of shares specifying each such class and series entitled to
vote on the merger or consolidation; and
(ii) a specification of each such class and series, if any, entitled to vote
as a class or series;
(c) the terms and conditions of the proposed merger or consolidation, including
the manner and basis of converting shares in each constituent company into
shares, debt obligations or other securities in the surviving company or
money or other property, or a combination thereof;
AE/MS/Pub./ 09.2005

32
(d) in respect of a merger, a statement of any amendment to the Memorandum
or Articles of the surviving company to be brought about by the merger; and
(e) in respect of a consolidation, everything required to be included in the
Memorandum and Articles for a company incorporated under this Act except
statements as to facts not available at the time the plan of consolidation is
approved by the directors.
(4) Some or all shares of the same class or series of shares in each constituent company
may be converted into a particular or mixed kind of property and other shares of the
class or series, or all shares of other classes or series of shares, may be converted
into other property.
(5) The following provisions apply in respect of a merger or consolidation under this
section
(a) the plan of merger or consolidation shall be authorised by a resolution of
members and the outstanding shares of a class or series of shares are
entitled to vote on the merger or consolidation as a class or series if the
Memorandum or Articles so provide or if the plan of merger or consolidation
contains any provisions that, if contained in a proposed amendment to the
Memorandum or Articles, would entitle the class or series to vote on the
proposed amendment as a class or series;
(b) if a meeting of members is to be held, notice of the meeting, accompanied
by a copy of the plan of merger or consolidation, shall be given to each
member, whether or not entitled to vote on the merger or consolidation;
(c) if it is proposed to obtain the written consent of members, a copy of the plan
of merger or consolidation shall be given to each member, whether or not
entitled to consent to the plan of merger or consolidation;
(d) after approval of the plan of merger or consolidation by the directors and
members of each constituent company, articles of merger or consolidation
shall be executed by each company and shall contain
(i) the plan of merger or consolidation and, in the case of
consolidation, any statement required to be included in the
Memorandum and Articles for a company incorporated under this
Act,
(ii) the date on which the Memorandum and Articles of each constituent
company were registered by the Registrar,
(iii) the manner in which the merger or consolidation was authorised
with respect to each constituent company;
(e) the articles of merger or consolidation shall be submitted to the Registrar
who shall retain and register them in the Register;
AE/MS/Pub. / 09.2005

Merger with
subsidiary
76.
33
(f) upon the registration of the articles of merger or consolidation, the
Registrar shall issue a certificate under his hand and seal certifying that the
articles of merger or consolidation have been registered.
(6) A certificate of merger or consolidation issued by the Registrar shall be prima facie
evidence of compliance with all requirements of this Act in respect of the merger or
consolidation.
(1) A parent company incorporated under this Act may merge with one or more subsidiary
companies incorporated under this Act or under the Companies Act without the
authorization of the members of any company, in accordance with subsections (2) to
(6), if the surviving company is a company incorporated under this Act and will satisfy
the requirements prescribed for an International Business Company by section 4.
(2) The parent company shall approve a written plan of merger containing
(a) the name of each constituent company and the name of the surviving
company;
(b) in respect of each constituent company —
(i) the designation and number of outstanding shares of each class and
series of shares, and
(ii) the number of shares of each class and series of shares in each
subsidiary company owned by the parent company; and
(c) the terms and conditions of the proposed merger, including manner and
basis of converting shares in each company to be merged into shares, debt
obligations or other securities in the surviving company, or money or other
property, or a combination thereof.
(3) Some or all shares of the same class or series of shares in each company to be
merged may be converted into property of a particular or mixed kind and other shares
of the class or all shares of other classes or series of shares, may be converted into
other property; but, if the parent company is not the surviving company, shares of
each class and series of shares in the parent company may only be converted into
similar shares of the surviving company.
(4) A copy of the plan of merger or an outline thereof shall be given to every member of
each subsidiary company to be merged unless the giving or that copy of outline has
been waived by that member.
(5) Articles of merger shall be executed by the parent company and shall contain —
(a) the plan of merger;
(b) the date on which the Memorandum and Articles of each constituent
company were registered by the Registrar;
AE/MS/Pub./ 09.2005

77.
34
(c) if the parent company does not own all the shares in each subsidiary
company to be merged, the date on which a copy of the plan of merger or
an outline thereof was made available to the members of each subsidiary
company.
(6) The articles of merger shall be submitted to the Registrar who shall retain and register
them in the Register.
(7) Upon the registration of the articles of merger, the Registrar shall issue a certificate
under his hand and seal certifying that the articles of merger have been registered.
(8) A certificate of merger issued by the Registrar shall be prima facie evidence of
compliance with all the requirements of this Act in respect of the merger.
(1) A merger or consolidation is effective on the date the articles of merger or
consolidation are registered by the Registrar or such date subsequent thereto, not
exceeding 30 days, as is stated in the articles of merger or consolidation.
(2) As soon as a merger or consolidation becomes effective —
(a) the surviving company or the consolidated company insofar as is consistent
with its Memorandum and Articles, as amended or established by the articles
of merger or consolidation, has all rights, privileges, immunities, powers,
objects and purposes of each of the constituent companies;
(b) in the case of a merger, the Memorandum and Articles of the surviving
company are automatically amended to the extent, if any, that changes in its
Memorandum and Articles are contained in the articles of merger;
(c) in the case of a consolidation, the statements contained in the articles of
consolidation that are required or authorised to be contained in the
Memorandum and Articles of a company incorporated under this Act, are the
Memorandum and Articles of the consolidated company;
(d) property of every description, including choses in action and the business of
each of the constituent companies, immediately vests in the surviving
company or the consolidated company; and
(e) the surviving company or the consolidated company shall be liable for all
claims, debts, liabilities and obligations of each of the constituent
companies.
(3) Where a merger or consolidation occurs —
(a) no conviction, judgement, ruling, order, claim, debt, liability or obligation due
or to become due, and no cause existing, against a constituent company or
against any member, director, officer or agent thereof, is released or
impaired by the merger or consolidation; and
AE/MS/Pub. / 09.2005
Effect of merger or
consolidation

Merger or
consolidation
with foreign
company
78.
35
(b) no proceedings, whether civil or criminal pending at the time of a merger or
consolidation by or against a constituent company, or against any member,
director, officer or agent thereof, are abated or discontinued by the merger
or consolidation, but —
(i) the proceedings may be enforced, prosecuted, settled or
compromised by or against the surviving company or the
consolidated company or against the member, director, officer or
agent, as the case may be, or
(ii) the surviving company or the consolidated company may be
substituted in the proceedings for a constituent company.
(4) The Registrar shall strike off the Register —
(a) a constituent company that is not the surviving company in a merger;
(b) a constituent company that participates in a consolidation.
(1) One or more companies incorporated under this Act may merge or consolidate with
one or more companies incorporated under the laws of jurisdictions outside The
Bahamas in accordance with subsections (2) to (4), including where one of the
constituent companies is a parent company and the other constituent companies are
subsidiary companies, if the merger or consolidation is permitted by the laws of the
jurisdiction in which the companies incorporated outside The Bahamas are
incorporated.
(2) The following provisions apply in respect of a merger or consolidation under this
section
(a) a company incorporated under this Act shall comply with the provisions of
this Act with respect to the merger or consolidation, as the case may be, of
companies incorporated under this Act and a company incorporated under
the laws of a jurisdiction outside The Bahamas shall comply with the laws of
that jurisdiction; and
(b) if the surviving company or the consolidated company is to be incorporated
under the laws of a jurisdiction outside The Bahamas, it shall submit to the
Registrar—
(i) an agreement that a service of process may be effected on it in The
Bahamas in respect of proceedings for the enforcement of any
claim, debt, liability or obligation of a constituent company
incorporated under this Act or in respect of proceedings for the
enforcement of the rights of a dissenting member of a constituent
company incorporated under this Act against a surviving company
or the consolidated company,
AE/MS/Pub./ 09.2005

36
(ii) an irrevocable appointment of the Registrar as its agent to accept
service or process in proceedings referred to in subparagraph (i),
(iii) an agreement that it will promptly pay to the dissenting members of
a constituent company incorporated under this Act the amount, if
any, to which they are entitled under this Act with respect to the
rights of dissenting members, and
(iv) a certificate of merger or consolidation issued by the appropriate
authority of the foreign jurisdiction where it is incorporated; or if no
certificate of merger is issued by the appropriate authority of the
foreign jurisdiction, then, such evidence of the merger or
consolidation as the Registrar considers acceptable.
(3) The effect under this section of a merger or consolidation shall be the same as in the
case of a merger or consolidation under section 75 if the surviving company or the
consolidated company is incorporated under this Act, but if the surviving company or
the consolidated company is incorporated under the laws of a jurisdiction outside The
Bahamas, the effect of the merger or consolidation shall be the same as in the case of
a merger or consolidation under section 75 except insofar as the laws of the other
jurisdiction otherwise provide.
(4) If the surviving company or the consolidated company is incorporated under this Act,
the merger or consolidation is effective on the date the articles of merger or
consolidation are registered by the Registrar or on such date subsequent thereto, not
exceeding 30 days, as is stated in the articles of merger or consolidation; but if the
surviving company or the consolidated company is incorporated under the laws of a
jurisdiction outside The Bahamas, the merger or consolidation is effective as provided
by the laws of that other jurisdiction.
79. Any sale, transfer, lease, exchange or other disposition of more than 50 percent, by value, of
the assets of a company incorporated under this Act, if not made in the usual manner or
regular course of the business carried on by the company, shall be as follows —
(a) the proposed sale, transfer, lease, exchange or other disposition shall be approved
by the directors;
(b) upon approval of the proposed sale, transfer, lease, exchange or other disposition,
the directors shall submit the proposal to the members for it to be authorised by a
resolution of members;
(c) if the meeting of members is to be held, notice of the meeting, accompanied by an
outline of the proposal, shall be given to each member, whether or not he is entitled
to vote on the sale, transfer, lease, exchange or other disposition; and
(d) if it is proposed to obtain the written consent of members, an outline of the proposal
shall be given to each member, whether or not he is entitled to consent to the sale,
transfer, lease, exchange or other disposition.
AE/MS/Pub. / 09.2005
Disposition of
assets

Redemption of
minority shares
Arrangements
No. 19 of 2001
80.
81.
(1) Subject to any limitations in the Memorandum or Articles —
37
(a) members holding 90 per cent of the votes of the outstanding shares entitled
to vote; and
(b) members holding 90 per cent of the votes of the outstanding shares of each
class and series of shares entitled to vote as a class or series,
on a merger or consolidation under section 75, may give a written instruction to a company
incorporated under this Act directing the company to redeem the shares held by the
remaining members.
(2) Upon receipt of the written instruction referred to in subsection (1), the company shall
redeem the shares specified in the written instruction irrespective of whether or not
the shares are by their terms redeemable.
(3) The company shall give written notice to each member whose shares are to be
redeemed stating the redemption price and the manner in which the redemption is to
be effected.
(1) In this section "arrangement" means —
(a) a reorganisation or reconstruction of a company incorporated under this Act;
(b) a separation of two or more businesses carried on by a company
incorporated under this Act;
(c) any combination of any of the things specified in paragraphs (a) and (b).
(2) The directors of the company may, by a resolution of directors, approve a plan of
arrangement that contains the details of the proposed arrangement.
(3) Upon approval of the plan of arrangement by the directors, the company shall make
application to the court for approval of the proposed arrangement.
(4) The court may, upon an application made to it under subsection (3), make an interim
or final order that is not subject to an appeal unless a question of law is involved and
in which case notice of appeal shall be given within the period of 20 days immediately
following the date of the order, and in making the order the court may —
(a) determine what notice, if any, of the proposed arrangement is to be given to
any person;
(b) determine whether approval of the proposed arrangement by any person
should be obtained and the manner of obtaining the approval;
(c) determine whether any holder of shares, debt obligations or other securities
in the company may dissent from the proposed arrangement and receive
AE/MS/Pub./ 09.2005

82.
38
payment of the fair value of his shares, debt obligations or other securities
under section 82;
(d) conduct a hearing and permit any interested persons to appear; and
(e) approve or reject the plan of arrangement as proposed or with such
amendments as it may direct.
(5) Where the court makes an order approving a plan of arrangement, the directors of the
company, if they are still desirous of executing the plan shall confirm the plan of
arrangement as approved by the court whether or not the court has directed any
amendments to be made thereto.
(6) The directors of the company, upon confirming the plan of arrangement, shall —
(a) give notice to the persons to whom the order of the court requires notice to
be given; and
(b) submit the plan of arrangement to those persons for such approval, if any,
as the order of the court requires.
(7) After the plan of arrangement has been approved by those persons by whom the
order of the court may require approval, articles of arrangement shall be executed by
the company and shall contain ––
(a) the plan of arrangement;
(b) the order of the court approving the plan of arrangement; and
(c) the manner in which the plan of arrangement was approved, if approval was
required by the order of the court.
(8) The articles of arrangement shall be submitted to the Registrar who shall retain and
register them in the Register.
(9) Upon registration of the articles of arrangement, the Registrar shall issue a certificate
under his hand and seal certifying that the articles of arrangement have been
registered.
(10) A certificate of arrangement issued by the Registrar shall be prima facie evidence of
compliance with all the requirements of this Act in respect of the arrangement.
(11) An arrangement is effective on the date the articles of arrangement are registered by
the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated
in the articles of arrangement.
(1) A member of a company incorporated under this Act shall be entitled to payment of
the fair value of his shares upon dissenting from —
AE/MS/Pub. / 09.2005
Rights of
dissenters

39
(a) a merger, if the company is a constituent company, unless the company is
the surviving company and the member continues to hold the same or similar
shares;
(b) a consolidation, if the company is a constituent company;
(c) any sale, transfer, lease, exchange or other disposition of more than 50 per
cent of the assets or business of the company, if not made in the usual or
regular course of the business carried on by the company, but not including–
(i) a disposition pursuant to an order of the court, having jurisdiction in
the matter,
(ii) a disposition for money on terms requiring all or substantially all net
proceeds to be distributed to the members in accordance with their
respective interests within one year after the date of disposition, or
(iii) a transfer pursuant to the power described in section 10(2);
(d) a redemption of his shares by the company pursuant to section 80; and
(e) an arrangement, if permitted by the court.
(2) A member who desires to exercise his entitlement under subsection (1) shall give to
the company, before the meeting of members at which the action is submitted to a
vote, or at the meeting but before the vote, written objection to the action; but an
objection is not required from a member to whom the company did not give notice of
the meeting in accordance with this Act or where the proposed action is authorised by
written consent of members without a meeting.
(3) An objection under subsection (2) shall include a statement that the member proposes
to demand payment for his shares if the action is taken.
(4) Within 20 days immediately following the date on which the vote of members
authorising the action is taken, or the date on which written consent of members
without a meeting is obtained, the company shall give written notice of the
authorisation or consent to each member who gave written objection or from whom
written objection was not required, except those members who voted for, or
consented to in writing, the proposed action.
(5) A member to whom the company was required to give notice who elects to dissent
shall, within 20 days immediately following the date on which the notice referred to in
subsection (4) is given, give to the company a written notice of his decision to elect to
dissent, stating —
(a) his name and address;
(b) the number and classes or series of shares in respect of which he dissents;
and
(c) a demand for payment of the fair value of his shares;
AE/MS/Pub./ 09.2005

40
and a member who elects to dissent from a merger under section 86 shall give to the
company a written notice of his decision to elect to dissent within 20 days immediately
following the date on which the copy of the plan of merger or an outline thereof is given to him
in accordance with section 86.
(6) A member who dissents shall do so in respect of all shares that he holds in the
company.
(7) Upon the giving of a notice of election to dissent, the member to whom the notice
relates ceases to have any of the rights of a member except the right to be paid the
fair value of his shares.
(8) Within 7 days immediately following the date of the expiration of the period within
which members may give their notices of election to dissent, or within 7 days
immediately following the date on which the proposed action is put into effect,
whichever is later, the company or, in the case of a merger or consolidation, the
surviving company or the consolidated company, shall make a written offer to each
dissenting member to purchase his shares at a specified price that the company
determines to be their fair value; and if, within 30 days immediately following the date
on which the offer is made, the company making the offer and the dissenting member
agree upon the price to be paid for his shares, the company shall pay to the member
the amount in money upon the surrender of the certificates representing his shares.
(9) If the company and a dissenting member fail within the period of 30 days referred to in
subsection (8) to agree on the price to be paid for the shares owned by the member,
within 20 days immediately following the date on which the period of 30 days expires,
the following shall apply —
(a) the company and the dissenting member shall each designate an appraiser;
(b) the 2 designated appraisers together shall designate a third appraiser;
(c) the 3 appraisers shall fix the fair value of the shares owned by the dissenting
member as of the close of business on the day prior to the date on which the
vote of members authorising the action was taken or the date on which
written consent of members without a meeting was obtained, excluding any
appreciation or depreciation directly or indirectly induced by the action or its
proposal, and that value is binding on the company and the dissenting
member for all purposes; and
(d) the company shall pay to the member the amount in money upon the
surrender by him of the certificates representing his shares.
(10) Shares acquired by the company pursuant to subsection (8) or (9) shall be cancelled
but if the shares are shares of a surviving company, they shall be available for re–
issue.
(11) The enforcement by a member of his entitlement under this section excludes the
enforcement by the member of a right to which he might otherwise be entitled by
virtue of his holding shares, except that this section does not exclude the right of the
AE/MS/Pub. / 09.2005

Continuation
83.
41
member to institute proceedings to obtain relief on the ground that the action is
illegal.
PART VIII
CONTINUATION
(1) A company incorporated under the Companies Act or incorporated under the laws of a
jurisdiction outside The Bahamas may, if it will satisfy the requirements prescribed for
an International Business Company by section 4, continue as a company incorporated
under this Act as follows
(a) articles of continuation, written in the English language or if written in a
language other than the English language, accompanied by a certified
translation into the English language, shall be approved —
(i) by a majority of the directors or the other persons who are charged
with exercising the powers of the company, or
(ii) in such other manner as may be established by the company for
exercising the powers of the company;
(b) the articles of continuation shall contain —
(i) the name of the company and the name under which it is being
continued,
(ii) the jurisdiction under which it is incorporated,
(iii) the date on which it was incorporated,
(iv) the information required to be included in a Memorandum under
section 13(1), and
(v) the amendments to its Memorandum and Articles, or their
equivalent, that are to be effective upon the registration of the
articles of continuation;
(c) the articles of continuation, accompanied by a copy of the Memorandum and
Articles of the company, or their equivalent, written in the English language
or if written in a language other than the English language, accompanied by a
certified translation into the English language and, in the case of a foreign
company, evidence satisfactory to the Registrar that the company is in good
standing, shall be submitted to the Registrar who shall retain and register
them in the register; and
(d) upon the registration of the articles of continuation, the Registrar shall issue
a certificate of continuation under his hand and seal certifying that the
company is incorporated under this Act.
AE/MS/Pub./ 09.2005

84.
42
(2) A company incorporated under the laws of a jurisdiction outside The Bahamas shall be
entitled to continue as a company incorporated under this Act notwithstanding any
provision to the contrary in the laws of the jurisdiction under which it is incorporated.
(3) Notwithstanding any provisions of the Companies Act, a company incorporated under
that Act may, by resolution of the directors, continue the incorporation of the company
under this Act.
(1) A company incorporated under the laws of a jurisdiction outside The Bahamas may, if
it will satisfy the requirements prescribed for an International Business Company by
section 4, apply to the Registrar for provisional registration to continue as a company
incorporated under this Act by complying with section 83(1) (a) and (b) and by
submitting to the Registrar the following documents —
(a) the articles of continuation accompanied by a copy of the Memorandum and
Articles of the company, or their equivalent written in the English language or
if written in a language other than the English language accompanied by a
certified translation into the English language, and evidence satisfactory to
the Registrar that the company is in good standing; and
(b) a written authorization designating one or more persons who may give notice
to the Registrar by telefax, telex, telegram, cable or other electronic means
or by registered mail that the articles of continuation should become
effective.
(2) The Registrar shall not, prior to the receipt of the notice referred to in subsection (1),
permit any person to inspect the documents referred to in subsection (1) and shall not
divulge any information in respect thereof.
(3) Upon receipt of the notice referred to in subsection (1), the Registrar shall —
(a) register the documents referred to in subsection (1) in the Register; and
(b) issue a certificate of continuation under his hand and seal certifying that the
company is incorporated under this Act.
(4) For purposes of subsection (3), the Registrar may rely on a notice referred to in
subsection (1) sent, or purported to be sent, by a person named in the written
authorization.
(5) Prior to the registration of the documents referred to in subsection (1), a company
may rescind the written authorization referred to in subsection (1) by delivering to the
Registrar a written notice of rescission.
(6) If the Registrar does not receive a notice referred to in subsection (1) from a person
named in the written authorization within one year immediately following the date on
which the documents referred to in subsection (1) were submitted to the Registrar, the
articles of continuation are rescinded.
AE/MS/Pub. / 09.2005
Provisional
registration

Certificate of
continuation
Effect of
continuation
43
(7) A company entitled to submit to the Registrar the documents referred to in subsection
(1) may authorize the Registrar to accept as resubmitted the documents referred to in
that subsection, before or after the documents previously submitted referred to in
subsection (1) have been rescinded.
85. A certificate of continuation issued by the Registrar under section 83(1)(d) or under section
84(3) shall be prima facie evidence of compliance with all requirements of this Act in respect
of continuation.
86.
(1) From the time of the issue by the Registrar of a certificate of continuation under
section 83(1)(d) or under section 84(3) —
(a) the company to which the certificate relates —
(i) continues to be a body corporate incorporated under this Act, under
the name designated in the articles of continuation,
(ii) is capable of exercising all powers of a company incorporated under
this Act, and
(iii) is no longer to be treated as a company incorporated under the
Companies Act or a company incorporated under the laws of a
jurisdiction outside The Bahamas;
(b) the Memorandum and Articles of the company, or their equivalent as
amended by the articles of continuation, are the Memorandum and Articles of
the company;
(c) property of every description, including choses in action and the business of
the company, continues to be vested in the company; and
(d) the company continues to be liable for all of its claims, debts, liabilities, and
obligations.
(2) Where a company is continued under this Act —
(a) no conviction, judgement, ruling, order, claim, debt, liability, or obligation
due or to become due and no cause existing, against the company or
against any member, director, officer or agent thereof, is released or
impaired by its continuation as a company under this Act; and
(b) no proceedings, whether civil or criminal, pending at the time of the issue by
the Registrar of a certificate of continuation under section 83(1)(d) or under
section 84(3) by or against the company, or against any member, director,
officer or agent thereof, are abated or discontinued by its continuation as a
company under this Act, but the proceedings may be enforced, prosecuted,
settled or compromised by or against the company or against the member,
director, officer or agent thereof, as the case may be.
AE/MS/Pub./ 09.2005

87.
44
(3) All shares in the company that were outstanding prior to the issue by the Registrar of
a certificate of continuation under section 83 (1)(d) or under section 84 (3) in respect
of the company shall be deemed to have been issued in conformity with this Act, but a
share that at the time of the issue of the certificate of continuation was not fully paid
remains unpaid, and until the share is paid up, the member holding the share remains
liable for the amount unpaid on the share.
(4) If at the time of the issue by the Registrar of a certificate of continuation under section
83(1)(d) or under section 84(3) in respect of the company any provisions of the
Memorandum and Articles of the company do not in any respect accord with this
Act—
(a) the provisions of the Memorandum and Articles continue to govern the
company until the provisions are amended to accord with this Act or for a
period of 2 years immediately following the date of the issue of the
certificate of continuation, whichever is the sooner;
(b) any provisions of the Memorandum and Articles of the company that are in
any respect in conflict with this Act cease to govern the company when the
provisions are amended to accord with this Act or after expiration of a period
of 2 years after the date of issue of the certificate of continuation whichever
is the sooner; and
(c) the company shall make such amendments to its Memorandum and Articles
as may be necessary to accord with this Act within a period that is not later
than 2 years immediately following the date of the issue of the certificate of
continuation.
(1) Subject to any limitations in its Memorandum or Articles a company incorporated
under this Act may, by a resolution of directors or by a resolution of members,
continue as a company incorporated under the laws of a jurisdiction outside The
Bahamas in the manner provided under those laws.
(2) A company incorporated under this Act that continues as a company incorporated
under the laws of a jurisdiction outside The Bahamas, does not cease to be a
company incorporated under this Act unless the laws of the jurisdiction outside The
Bahamas permit the continuation and the company has complied with those laws.
(3) Where a company incorporated under this Act continues under the laws of a
jurisdiction outside The Bahamas —
(a) the company continues to be liable for all of its claims, debts, liabilities and
obligations that existed prior to its continuation as a company under the laws
of the jurisdiction outside The Bahamas;
(b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due
or to become due, and no cause existing against the company or against
any member, director, officer or agent thereof, is released or impaired by its
AE/MS/Pub. / 09.2005
Continuation
under foreign
law

Continuation
under the
Companies Act
Ch. 308
No. 14 of 2004
Definition of
contributory
Nature of liability
of contributory
87A.
45
continuation as a company under the laws of the jurisdiction outside The
Bahamas; and
(c) no proceedings, whether civil or criminal, pending by or against the
company, or against any member, director, officer or agent thereof, are
abated or discontinued by its continuation as a company under the laws of
the jurisdiction outside The Bahamas, but the proceedings may be enforced,
prosecuted, settled or compromised by or against the company or against
the member, director, officer or agent thereof, as the case may be.
(4) Where a company incorporated under this Act continue under the laws of a
jusrisdiction outside The Bahamas, the company shall submit to the Registrar a legal
opinion by a person duly qualified in that jurisdiction that –
(a) the laws of the jurisdiction outside The Bahamas permit the continuation; and
(b) the company has complied with those laws; and upon receiving such legal
opinion the Registrar shall –
(i) strike the company off the Register; and
(ii) issue a certificate under his hand and seal certifying that the
company has ceased to be a company incorporated under this Act.
(1) A company incorporated under this Act or continued under this Act may, if it will
satisfy the requirements for a company incorporated under the Companies Act
continue as a company under that Act.
(2) The provisions of sections 84 and 87 of this Act shall apply mutatis mutandis to a
company continued under the Companies Act as referred to under subsection (1).
(3) Where a company incorporated under this Act has been issued a certificate of
continuation to continue as a company incorporated under the Companies Act,
section 187 of this Act shall not apply.
PART IX
WINDING UP, DISSOLUTION AND STRIKING OFF
88. For the purposes of this Part "contributory" means as every person liable to contribute to the
assets of a company under this Act in the event of that company being wound up and includes
any person alleged to be a contributor in proceedings for determining the persons who are to
be deemed contributories and in all proceedings prior to the final determination of such
persons.
89.
(1) The liability of any person to contribute to the assets of a company under this Act, in
the event of such company being wound up, shall be deemed to create a debt of the
nature of a specialty accruing due from such person at the time when his liability
AE/MS/Pub./ 09.2005

46
commenced, but payable at the time or respective times when calls are made for
enforcing such liability.
(2) Without affecting subsection.(l), where a contributory is bankrupt, the estimated value
of his liability to future calls, as well as calls already made, may be proved against his
estate.
90. Where any contributory dies either before or after he has been placed on the list of
contributories, his personal representatives, heirs, and devisees shall be liable in the due
course of administration-to contribute to the assets of the company in discharge of the liability
of such deceased contributory and such personal representatives, heirs, and devisees shall
be deemed to be contributories accordingly.
91. Where any contributory becomes bankrupt, either before or after he has been placed on the
list of contributories, his assignees shall be deemed to represent such bankrupt for all the
purposes of the winding up, and shall be deemed to be contributories, accordingly, and may
be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to
be paid out of his assets in due course of law, any monies due from such bankrupt in respect
of his liability to contribute to the assets of the company being wound up.
92. A company under this Act may be wound up by the court in the following circumstances -
(a) when the company has passed a resolution requiring the company to be
wound up by the court;
(b) when the company does not commence its business within a year from its
incorporation, or suspends its business for a period of one year;
(c) where at any time there is no member of the company;
(d) when the company is unable to pay its debts;
(e) if the court is of the opinion that it is just and equitable that the company
should be wound up.
93. A company under this Act shall be deemed to be unable to pay its debts where -
(a) a creditor, by assignment or otherwise, to whom the company is indebted, in
a sum exceeding one thousand dollars then due, has served on the
company, at its registered office, a demand under his hand requiring the
company to pay the sum due, and the-company has for three weeks
thereafter neglected to pay such sum, or to secure or compound for the
same to the reasonable satisfaction of the creditor;
(b) execution of other process issued on a judgment, decree, or order obtained
in any court in favour of any creditor in any proceeding instituted by such
creditor against the company, is returned unsatisfied in whole or in part;
(c) it is proved to the satisfaction of the court that the company is unable to pay
its debts; or
AE/MS/Pub. / 09.2005
Contributories
in case of
death
Contributories in
case of
bankruptcy
Circumstances
giving rise to
winding up by
court
No. 19 of 2001
Company when
deemed unable
to pay its debts

Application for
winding up to be
made by petition
Power of court
Commencement
of winding up
Court may
grant
injunction
Course to be
pursued by
court
Actions and suits
to be stayed
Copy of order to
be forwarded to
Registrar
Power of court
to stay
proceedings
Effect of order
on share capital
of company
limited by
guarantee
47
(d) it is proved to the satisfaction of the court that the value of the cmpany's
assets is less than the amount of its liabilities, having regard to its contingent
and prospective creditors.
94. Any application to the court for the winding up of a company under this Act shall be by
petition; and such petition may be presented by the company, a director, or by any one or
more creditors, a contributory of the company, or by all or any of the above parties, together
or separately; and every order which may be made on any such petition shall operate in favour
of all the creditors and all the contributories of the company in the same manner as if it had
been made upon the joint petition of a creditor and a contributory.
95. Any judge of a court may do in chambers any act which the court is authorized to do in a
winding up by the court.
96. A winding up of a company by the court shall be deemed to commence at the time of the
presentation of the petition for the winding up.
97. The court may, at any time after the presentation of a petition for winding up a company under
this Act, and before making an order for winding up the company, upon the application of the
company, or of any creditor or contributory of the company, restrain further proceedings in
any action, suit, or proceeding against the company, upon such terms as the court thinks fit;
the court may also at any time after the presentation of such petition, and before the first
appointment of liquidators, appoint provisionally an official liquidator of the estate and effects
of the company.
98. Upon hearing the petition the court may dismiss the same with or without costs, may adjourn
the hearing conditionally or unconditionally, and may make any interim order, or any other
order that it deems just.
99. When an order has been made for winding up a company under this Act, or a provisional
liquidator has been appointed, no suit, action, or other proceedings shall be proceeded with
or commenced against the company except with the leave of the court, and subject to such
terms as the court may impose.
100. When an order has been made for winding up a company under this Act, a copy of such order
shall be forwarded by the company to the Registrar who shall make a minute thereof in the
register of companies.
101. The court may at any time after an order has been made for winding up a company, upon the
application by motion of any creditor or contributory of the company, and upon proof to the
satisfaction of the court that all proceedings in relation to such winding up ought to be stayed,
make an order staying the same, either altogether or for a limited time, on such terms and
subject to such conditions as it deems fit.
102. When an order has been made for winding up a company limited by guarantee and having a
capital divided into shares, any share capital that may not have been called up shall be
deemed to be assets of the company, and to be a debt of the nature of a specialty due to the
company from each member to the extent of any sums that may be unpaid on any shares held
by him, and payable at such time as may be appointed by the court.
AE/MS/Pub./ 09.2005

103.
104.
105.
48
(1) Subject to subsection (2), the court may, as to all matters relating to the winding up,
have regard to the wishes of the creditors or contributories, as proved to it by any
sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors
or contributories to be summoned, held, and conducted in such manner as the court
directs, for the purpose of ascertaining their wishes, and may appoint a person to act
as chairman of such meeting, and to report the result of such meeting to the court.
(2) Without affecting subsection (1), in the case of creditors, regard is to be had to the
value of the debts due to each creditor, and in the case of contributories to the
number of votes conferred on-each contributory by the regulation of the company.
Official Liquidators
(1) For the purpose of conducting the proceedings in winding up a company, and
assisting the court therein, there may be appointed a person to be called an official
liquidator; and the court having jurisdiction may appoint such person, either
provisionally or otherwise, as it thinks fit, to the office of official liquidator; but in either
case, if more person than one are appointed to the office of official liquidator, the
court may declare whether any act hereby required or authorized to be done by the
official liquidator is to be done by all or any one or more of such persons, and the
court may also determine whether any and what security is to be given by any official
liquidator on his appointment.
(1) If no official liquidator is appointed or during any vacancy in such appointment, all the
property shall be deemed to be in the custody of the court.
(2) There shall be .paid to the official liquidator such salary or remuneration, by way of
percentages or otherwise, as the court may direct; and if more liquidators than one
are appointed such remuneration shall be distributed amongst them in such
proportions as the court shall direct.
106. The official liquidator shall be described by the style of the official liquidator of the particular
company in respect of which he is appointed, and not by his individual name; and he shall take
into his custody, or under his control, all the property, effect, and things in action to which the
company is or appears to be entitled, and shall perform such duties in reference to the
winding up of the company as may be imposed by the court.
107. The official liquidator may, with the approval of the court, do any or all of the following -
(a) bring or defend any action, suit, or prosecution, or other legal proceedings,
civil or criminal, in the name and on behalf of the company;
(b) carry on the business of the company, so far as may be necessary for the
beneficial winding up of the same;
(c) sell the real and personal property, effects, and things in action of the
company by public auction or private contract, with power to transfer the
whole thereof to any person or company, or to sell the same in parcels;
AE/MS/Pub. / 09.2005
Court may
have regard to
wishes of
creditors or
contributors
Appointment of
official
liquidator
Remuneration,
of official
liquidator
Style and
duties of
official
liquidator
Power of
official
liquidator

Discretion of
official
liquidator
Vesting of
property in
liquidator
Assistance
for
liquidator
49
(d) do all acts and execute, in the name and on behalf of the company, all
deeds, receipts, and other documents, and for that purpose use, when
necessary, the company's seal;
(e) prove, rank, claim and draw a dividend, in the matter of the bankruptcy or
insolvency of any contributory, for any balance against the estate of such
contributory, and take and receive dividends in respect of such balance, in
the matter of bankruptcy or insolvency as a separate debt due from such
bankrupt or insolvent, and rateably with the other separate creditors;
(f) draw, accept, make and endorse any bill of exchange or promissory note in
the name and on behalf of the company, also to raise upon the security of
the assets of the company from time to time any requisite sum or sums of
money; and drawing, accepting, making or endorsing of every such bill of
exchange or promissory note on behalf of the company shall have the same
effect with respect to the liability of such company as if such bill or note had
been drawn, accepted, made, or endorsed by or on behalf of such company
in the course of carrying on the business thereof;
(g) take out, if necessary, in his official name, letters of administration to any
deceased contributory, and do in his official name any other act that may be
necessary for obtaining payment of any monies due from a contributory or
from his estate, and which act cannot be conveniently done in the name of
the company; and in all cases where he takes out letters of administration,
or otherwise uses his official name for obtaining payment of any monies due
from a contributory, such monies shall for the purposes of enabling him to
take out such letters or recover such monies, be deemed to be due to the
official liquidator himself; and
(h) do and execute all such other things as may be necessary for winding up the
affairs of the company and distributing its assets.
108. The court may provide by any order that the official liquidator may exercise any of the above
powers without the approval or intervention of the court, and where an official, liquidator is
provisionally appointed may limit and restrict his powers by the order appointing him.
109.
(1) Where a company is being wound up by the court the court may on the application of
the liquidator, by order, direct that all or any part of the property belonging to the
company or held by trustees on its behalf shall vest in the liquidator by his official
name, whereupon the property to which the order relates shall vest accordingly.
(2) The liquidator may, after giving such indemnity, if any, as the court may, direct, bring
or defend in his official name any action or other legal proceeding which relates to that
property or which is necessary to bring or defend for the purpose of effectually
winding up the company and recovering its property.
110. The official liquidator may, with the approval of the court, appoint a counsel and attorney to
assist him in the performance of his duties.
AE/MS/Pub./ 09.2005

50
Ordinary Powers of Court
111. As soon as may be after making an order for winding up the company, the court shall settle a
list of contributories, with power to rectify the register of members in a11 cases where such
rectification is required in pursuance or this Act, and shall cause the assets of the company to
be collected, and applied in discharge of its liabilities.
112. In settling the list of contributories the court shall distinguish between persons who are
contributories in their own right and persons who are contributories as being representatives
of or being liable for the debts of others; and it shall not be necessary, where the personal
representative of any deceased contributory is placed on the list, to add the heirs or devisees
of such contributory, but such heirs or devisees may be added as and when the court thinks
fit.
113. The court may, at any time after making an order for winding up a company, require any
contributory for the time being settled on the list of contributories, trustee, receiver, banker,
or agent, or officer of the company to pay, deliver, convey, surrender, or transfer forthwith, or
within such time as the court directs, to or into the hands of the official liquidator, any sum or
balance, books, papers, estate, or effects which happen to be in his hands for the time being,
and to which the company is prima facie entitled.
114.
(1) Subject to subsections (2) and (3), the court may at any time after making an order for
winding up the company, make an order on any contributory, for the time being settled
on the list of contributories, directing payment to be made, in respect of any monies
due from him or from the estate of the person whom he represents to the company
exclusive of any monies which he or the estate of the person whom he represents may
be liable to contribute by virtue of any call made or to be made by the court pursuant
to this Part.
(2) The court may, in making such order when the company is not limited, allow to such
contributory by way of set-off any monies due to him or the estate which he
represents from the company on any independent dealing or contract with the
company, but not any monies due to him as a member of the company in respect of
any dividend or profit.
(3) When all creditors of any company whether limited or unlimited are paid in full, any
monies due on account whatever to any contributory from the company may be
allowed to him by way of set-off against any subsequent call.
115. The court may, at any time after making an order for winding up a company and either before
or after it has ascertained the sufficiency of the assets of the company, make calls on and
order payment thereof by all or any of the contributories for the time being settled on the list
of contributories, to the extend of their liability, for payment of all or my sums it deems
necessary to satisfy the debts and liabilities of the company, and the cost, charges, and
expenses of winding it up, and for the adjustment of the rights of the contributories amongst
themselves, and it may, in making a call, take into consideration the probability that some of
the contributories upon whom the same is made may partly or wholly, fail to pay their
respective portions of the same.
AE/MS/Pub. / 09.2005
Collection and
application of
assets
Provisions as to
representative
contributories
No. 19 of 2001
Power of court
to require
delivery of
properties
Power of court to
order payment
of debts by
contributory
Power of court
to make calls

Power of court
to order
payment into
bank
Regulation of
account with
court
Representative
contributory not
paying monies
ordered
Order
conclusive
evidence
Court may
exclude creditors
not proving in
certain time
Court to adjust
rights of
contributories
Court to
order costs
Dissolution of
company
Registrar to
make minute
of dissolution
Power of court
to summon
persons
51
116. The court may order any contributory, purchaser or other person from whom money is due to
the company to pay the same into a bank to the account of the official liquidator, instead of to
the official liquidator and such order may be enforced in the same manner as if it had directed
payment to the official liquidator.
117. All monies, bills, notes, and other securities paid and delivered into a bank in the event of a
company being wound up by the court shall be subject to such order and regulations for the
keeping of the account of such monies and other effects, and for the payment and delivery in,
or investment and payment and delivery out of, the same as the court may direct.
118. If any person made a contributory as personal representative of a deceased contributory
makes default in paying any sum ordered to be paid by him, proceedings may be taken for
administering the personal and real estates of such deceased contributory, or either of such
estates, of compelling payment of the monies due.
119. Any order made by the court pursuant to this Act upon any contributory shall, subject to the
provisions for appealing against such order, be conclusive evidence that the monies, if any,
thereby appearing to be due or ordered to be paid are due, and all other pertinent matters
stated in such order are to be taken to be truly stated as against all person, and in all
proceedings, with the exception of proceedings taken against the real estate of any deceased
contributory, in which case such order shall only be prima facie evidence for the purpose of
charging his real estate, unless his heirs or devisees were on the list of contributories at the
time of the order being made.
120. The court may fix a day on or within which creditors of the company are to prove their debts
or claims, or to be excluded from the benefit of any distribution made before such debts are
proved.
121. The court shall adjust the rights of the contributories amongst themselves, and distribute any
surplus that may remain amongst the parties entitled thereto.
122. The court may in the event of the assets being insufficient to satisfy the liabilities, make an
order as to the payment out of the estate or the company of the costs, charges, and
expenses incurred in winding up any company in such order of priority as the court thinks just.
123. When the affairs of the company have been completely wound up, the court may make an
order that the company shall be dissolved accordingly.
124. Any order so made shall be reported by the official liquidator to the Registrar who shall make
a minute in the register of companies of the dissolution of such company
Extraordinary Powers of Court
125. The court may, after it has made an order for winding up the company, summon before it any
officer of the company or person known or suspected to have in his possession any of the
estate or effects of the company, or supposed to be indebted to the company, or any person
whom the court may deem capable of giving information concerning the trade, dealings,
estate, or effects of the company; and the court may require any such officer or person to
produce any books, papers, deeds, writings, or other documents in his custody or power
AE/MS/Pub./ 09.2005

52
relating to the company; and if any person so summoned after being tendered a reasonable
sum for his expenses, refuses to come before the court at the time appointed, having no
lawful impediment (made known to the court at the time of its sitting, and allowed by it), the
court may cause such person to be apprehended, .and brought before the court for
examination; but, in cases where any person claims any lien on papers, deeds, or writings or
documents produced by him, such production shall be without prejudice to such lien, and the
court shall have jurisdiction in the winding up to determine all questions relating to such lien.
126. The court may examine upon oath, either orally or upon written interrogatories, any person
appearing or brought before it concerning the affairs, dealings, estate, or effects of the
company, and may reduce into writing the answers of every such person, and require him to
subscribe the same.
127. The court may, at ,any time before or after it has made an order for winding up a company,
upon proof' being given that there is a probable cause for believing that any contributory to
such company is about to leave The Bahamas or otherwise abscond, or to remove or conceal
any of his goods or chattels, for the purpose to remove or conceal any of his goods or
chattels, for the purpose of evading payment of calls, or for avoiding examination in respect
of the affairs of the company, cause such contributory to be arrested, and his books, papers,
monies, securities for monies, goods, and chattels to be seized, and him and them to be
safely kept until such time as the court may order.
128. Any powers conferred on the court by this Act shall be deemed to be in addition to and not in
restriction of any other powers subsisting of instituting proceedings against any contributory,
or the estate of any contributory, or against any debtor of the company for the recovery of
any call or other sums due form such contributory, or debtor, or his estate, and such
proceedings may be instituted accordingly.
129. All orders made by the court under this Act may be enforced in the same manner in which
orders of such court made in any suit pending therein may be enforced.
130. A company incorporated under this Act shall commence to wind up and dissolve by a
resolution of directors upon the expiration of such time as may be prescribed in its
Memorandum or Articles for its existence.
131.
132.
(1) A company incorporated under this Act that has never issued shares may voluntarily
commence to wind up and dissolve by a resolution of directors.
(2) Subject to any limitations or provisions to the contrary in its Memorandum or Articles,
a company incorporated under this Act that has previously issued shares may
voluntarily commence to wind up and dissolve by a resolution of members or by a
resolution of directors.
(1) A resolution of members or directors to voluntarily wind up and dissolve a company
shall also appoint a liquidator for the purpose of winding up the affairs of the company
and distributing its property.
(2) If there is no liquidator acting in the case of a voluntary winding up, the court may, on
the application of a contributory, appoint a liquidator and the court may, on due cause
AE/MS/Pub. / 09.2005
Examination
of parties bu
court
Power of arrest
Powers of court
cumulative
Power to enforce
orders
Winding-up by
resolution of
directors
Voluntary
winding up
and
dissolution
Appointment of
liquidator

Powers of
directors in a
winding up and
dissolution
Duties of
liquidator
Powers
of liquidator
53
shown, remove any liquidator and appoint another liquidator to act in the matter of a
voluntary winding up.
133. Upon the commencement of a winding up and dissolution required under section 130 or
permitted under section 131 the directors may ––
134.
135.
(a) authorize a liquidator, by a resolution of directors, to carry on the business
of the company only if the liquidator determines that to do so would be
necessary or in the best interests of the creditors or members of the
company; and
(b) determine to rescind the articles of dissolution only as permitted under
section 139
(1) A liquidator shall, upon his appointment in accordance with this Part and upon the
commencement of a winding–up and dissolution, proceed —
(a) to identify all assets of the company;
(b) to identify all creditors of and claimants against the company;
(c) to pay or provide for payment of, or to discharge, all claims, debts, liabilities
and obligations of the company;
(d) to distribute any surplus assets of the company to the members in
accordance with the Memorandum and Articles;
(e) to prepare or cause to be prepared a statement of account in respect of the
actions and transactions of the liquidator; and
(f) to send a copy of the statement of account to members if so required by the
plan of dissolution required by section 137.
(2) A transfer, including a prior transfer, described in section 11 (2) of all or substantially
all of the assets of a company incorporated under this Act for the benefit of the
creditors and members of the company, is sufficient to satisfy the requirements of
subsection (1)(c) and (d).
(1) In order to perform the duties imposed on him under section 134, a liquidator has all
the powers of the company that are not reserved to the members under this Act or in
the Memorandum or Articles, including, but not limited to, the power—
(a) to take custody of the assets of the company and, in connection therewith,
to register any property of the company in the name of the liquidator or that
of his nominee;
(b) to sell any assets of the company at public auction or by private sale without
any notice;
AE/MS/Pub./ 09.2005

54
(c) to collect the debts and assets due or belonging to the company;
(d) to borrow money from any person for any purpose that will facilitate the
winding up and dissolution of the company and to pledge or mortgage any
property of the company as security for any such borrowing;
(e) to negotiate, compromise and settle any claim, debt, liability or obligation of
the company;
(f) to prosecute and defend, in the name of the company or in the name of the
liquidator or otherwise, any action or other legal proceedings;
(g) to retain counsel and attorneys, accountants and other advisers and appoint
agents;
(h) to carry on the business of the company, if the liquidator has received
authorization to do so in the plan of dissolution or by a resolution of directors
permitted under section 133, as the liquidator may determine to be
necessary or to be in the best interest of the creditors or members of the
company;
(i) to execute any contract, agreement or other instrument in the name of the
company or in the name of the liquidator; and
(j) to make any distribution in money or in other property or partly in each, and
if in other property, to allot the property, or an undivided interest therein, in
equal or unequal proportions.
(2) Notwithstanding, subsection (1)(h), a liquidator shall not, without the permission of the
court, carry on for a period in excess of two years the business of a company that is
being wound up and dissolved under this Act.
136. Where a company is being wound up voluntarily the liquidators or any contributory of the
company may apply to the court to determine any question arising in the matter of such
winding up, or to exercise, as respects the enforcing of calls, or in respect of any other
matter, all or any of the powers which the court might exercise if the company were being
wound up by the court, and the court if satisfied that the determination of such question, or
the required exercise of power will be just and beneficial, may accede, wholly, or partially, to
such application, on such terms and subject to such conditions as the court thinks fit, or it
may make such other order, interlocutor, or decree on such application as the court thinks
just.
137.
(1) The directors of a company required under section 130 or proposing under section
131 to wind up and dissolve the company shall approve a plan of dissolution
containing —
(a) a statement of the reason for the winding up and dissolving;
AE/MS/Pub. / 09.2005
No. 19 of 2001
Power of
liquidators or
contributories
in voluntary
winding up to
apply to court
Procedure on
winding-up and
dissolution

55
(b) a statement that the company is, and will continue to be, able to discharge
or pay or provide for the payment of all claims, debts, liabilities and
obligations in full;
(c) a statement that the winding up will commence on the date when articles of
dissolution are submitted to the Registrar or on such date subsequent
thereto, not exceeding 30 days, as is stated in the articles of dissolution;
(d) a statement of the estimated time required to wind up and dissolve the
company;
(e) a statement as to whether the liquidator is authorised to carry on the
business of the company if the liquidator determines that to do so would be
necessary or in the best interest of the creditors or members of the
company;
(f) a statement of the name and address of each person to be appointed a
liquidator and the remuneration proposed to be paid to each liquidator; and
(g) a statement as to whether the liquidator is required to send to all members a
statement of account prepared or caused to be prepared by the liquidator in
respect of his actions or transactions.
(2) If a winding up and dissolution is being effected in a case where section 131(2) is
applicable —
(a) the plan of dissolution shall be authorised by a resolution of members or a
resolution of directors, as the case may be, and the holders of the
outstanding shares of a class or series of shares are entitled to vote on the
plan of dissolution as a class or series only if the Memorandum or Articles so
provide;
(b) if a meeting of members is to be held, notice of the meeting, accompanied
by a copy of the plan of dissolution shall be given to each member, whether
or not entitled to vote on to the plan of dissolution; and
(c) if it is proposed to obtain the written consent of members, a copy of the plan
of dissolution shall be given to each member, whether or not entitled to
consent to the plan of dissolution.
(3) After approval of the plan of dissolution by the directors, and if required, by the
members in accordance with subsection (2), articles of dissolution shall be executed
by the company and shall contain —
(a) the plan of dissolution; and
(b) the manner in which the plan of dissolution was authorised.
(4) Articles of dissolution shall be submitted to the Registrar who shall retain and register
them in the Register and within 30 days immediately following the date on which the
articles of dissolution are submitted to the Registrar, the company shall cause to be
AE/MS/Pub./ 09.2005

56
published, in the Gazette, in a publication of general circulation in The Bahamas and in
a publication of general circulation in the country or place where the company has its
principal office, a notice stating —
(a) that the company is in dissolution;
(b) the date of commencement of the dissolution; and
(c) the names and addresses of the liquidators.
(5) A winding up and dissolution commences on the date the articles of dissolution are
registered by the Registrar or on such date subsequent thereto, not exceeding 30
days, as is stated in the articles of dissolution.
(6) A liquidator shall, upon completion of a winding up and dissolution, submit to the
Registrar a statement that the winding up and dissolution has been completed and
upon receiving the notice, the Registrar shall —
(a) strike the company off the Register; and
(b) issue a certificate of dissolution under his hand and seal certifying that the
company has been dissolved.
(7) Where the Registrar issues a certificate of dissolution under his hand and seal
certifying that the company has been dissolved —
(a) the certificate shall be prima facie evidence of compliance with all
requirements of this Act in respect of dissolution; and
(b) the dissolution of the company is effective from the date of the issue of the
certificate.
(8) Immediately following the issue by the Registrar of a certificate of dissolution under
subsection (6), the liquidator shall cause to be published in the Gazette, in a
publication of general circulation in The Bahamas and in a publication of general
circulation in the country or place where the company has its principal office, a notice
that the company has been dissolved and has been struck off the Register.
138. Whenever a company is wound up voluntarily all transfers of shares except transfers made to
or with the sanction of the liquidators, or alteration in the status of the members of the
company taking place, after the commencement of such winding up are void.
139.
(1) In the case of a winding–up and dissolution permitted under section 131, a company
may prior to submitting to the Registrar a notice specified in section 137(6), rescind
the articles of dissolution by —
(a) a resolution of directors in the case of a winding up and dissolution under
section 131(1); or
AE/MS/Pub. / 09.2005
Effect of
voluntary winding
up
Rescission of
winding up and
dissolution

Winding up and
dissolution of
company unable
to pay its
claims, etc.
No. 19 of 2001
Power of court
on application
to direct
winding up
subject to
supervision
Petition for
winding up
subject to
supervision
Court may
have regard
to wishes of
creditors
140. Where -
57
(b) a resolution of members or a resolution of directors, as the case may be, in
the case of winding up and dissolution under section 131(2).
(2) A copy of a resolution referred to in subsection (1) shall be submitted to the Registrar
who shall retain and register it in the Register.
(3) Within 30 days immediately following the date on which the resolution referred to in
subsection (1) has been submitted to the Registrar, the company shall cause a notice
stating that the company has rescinded its intention to wind up and dissolve to be
published in the Gazette, in a publication of general circulation in The Bahamas and in
a publication of general circulation in the country or place where the company has its
principal office.
(a) the directors or, as the case may be, the members of a company that is
required under section 130 or permitted under section 131 to wind up and
dissolve, at the time of the passing of the resolution to wind up and dissolve
the company, have reason to believe that the company will not be able to
pay or provide for the payment of or discharge of all claims, debts, liabilities
and obligations of the company in full; or
(b) the liquidator after his appointment has reason so to believe,
then, the directors, the members or the liquidator, as the case may be, shall immediately give
notice of the fact to the Registrar.
Winding up Subject to the Supervision of the Court
141. When a resolution has been passed by a company to wind up voluntarily, the court may make
an order directing that the voluntary winding up should continue, but subject to such
supervision of the court, and with such liberty for creditors, contributories, or others, to apply
to the court, and generally upon such terms and such conditions as the court thinks just.
142. A petition, praying wholly or in part that a voluntary winding up should continue, but subject to
the supervision of the court, and which winding up is hereinafter referred to as a winding up
subject to the supervision of the court, shall, for the purpose of giving jurisdiction to the court
over suits and actions, be deemed to be a petition for winding up the company by the court.
143.
(1) Subject to subsection (2), the court may, in determining whether a company is be
wound up altogether by the court or subject to the supervision, of the court have
regard to the wishes of the creditors or contributories as proved to it by any sufficient
evidence, and may direct meetings of the `creditors or contributories to be
summoned, held, and regulated in such manner as the court directs for the purposes
of ascertaining their wishes, and may appoint a person to act as chairman of any such
meeting, and to report the result of such meeting to the court.
(2) The court may, in the case of creditors, have regard to the value of the debts due to
each creditor and in the case of contributories to the number of votes conferred on
each contributory by the regulations of the company.
AE/MS/Pub./ 09.2005

144.
145.
58
(1) Subject to subsection (2), where any order is made by the court for a winding up
subject to the supervision of the court, the court may, in such order or in any
subsequent order, appoint any additional liquidators, and any liquidator so appointed
by the court shall have the same powers, be subject. to the same obligations and in all
respects stand in the same position as if they had been appointed by the company.
(2) The court may from time to time remove any liquidator so appointed by the court and
fill any vacancy occasioned by such removal or by death or resignation.
(1) Where an order is made for a winding up subject to the supervision of the court, the
liquidators appointed to conduct such winding up may, subject to any restrictions
imposed by the court, exercise all their powers, without the approval or intervention of
the court, in the same manner as if the company, were being wound up altogether
voluntarily; but, any order made by the court for a winding up, subject to the
supervision of the court, shall for all purposes, including the staying of actions, suits,
and other proceedings, be deemed to be an order of the court, for winding up the
company by the court, and shall confer full authority on the court to make calls, or to
enforce calls made by the liquidators, and to exercise all other powers which might
have exercised if an order had been made for winding up the company altogether by
the court.
(2) For the purposes of the construction of the provisions whereby the court is
empowered to direct any act or thing to be done to or in favour of the official
liquidators, the expression official liquidators shall be deemed to include the
liquidators conducting the winding up, subject to the supervision of the court.
146. Where an order has been made for the winding up of a company subject to the supervision of
the court, and such order is afterwards superseded by an order directing the company to be
wound up compulsorily, the court may in such order, or in any subsequent order, appoint the
voluntary liquidators, either provisionally or permanently, and either with or without the
addition of any other persons, to be official liquidators.
Supplemental Provisions
147. Where any company is being wound up by the court or subject to the supervision of the court
all dispositions of the property, effects, and things in action of the company and every
transfer of shares, or alteration in the status of the members of the company made between
the commencement of the winding up and the order for winding up are, unless the court
otherwise orders, void.
148. Where any company is being wound up, all books, accounts and documents of the company
and of the liquidators shall, as between the contributories of the company, be prima facie
evidence of the truth of all matters purporting to be therein recorded.
149. Where any company has been wound up under this Act and is about to be dissolved, the
books, accounts and documents of the company and of the liquidators may be disposed of as
follows -
AE/MS/Pub. / 09.2005
Powers of court to
appoint additional
liquidators in
winding up subject
to supervision
Effect of order of
court for winding
up subject to
supervision
Appointment of
voluntary
liquidators to
office of official
liquidators
Disposition
after the
commenceme
nt of winding
up to be
rendered void
Books of the
company to be
evidence
Disposal of books,
accounts and
documents of the
company

Inspection of
books
Power of
assignee
to sue
Debts to be
proved
Rules to be
observed
Preferential
payments
59
(a) where the company has been wound up by or subject to the supervision of
the court, in such way as the court directs; and
(b) where the company has been wound up voluntarily, in such way as the
company by resolution directs, but after the lapse of five years from the date
of such dissolution, no responsibility shall rest on the company, or the
liquidators, or anyone to whom the custody of such books, accounts and
documents have been committed, by reasons that the same, or any of them,
cannot be made available to any party claiming to be interested therein.
150. Where an order has been made for winding up a company by the court, or subject to the
supervision of the court, the court may make such order for the inspection by the creditors
and contributories of the company of its books and papers as the court thinks just, and any
books and papers in the possession of the company may be inspected by creditors or
contributories, in conformity with the order of the court.
151. Any person to whom any thing in action belonging to the company is assigned, in pursuance
of this Act, may bring or defend any action or suit relating to such thing in action in his own
name.
152. In the event of any company being wound up under this Act, all debts payable on a
contingency, and all claims against the company, present or future, certain or contingent,
ascertained or sounding only in damages, shall be admissible as proof against the company, a
just estimate being made, so far as is possible, of value of all such debts or claims as may be
subject to any continency or sound only in damages, or for some other reason do not bear a
certain value.
153. In the winding up of an insolvent company, the same rules shall prevail and be observed with
regard to the respective rights of secured and unsecured creditors and to debts provable and
to the valuation of annuities and future and contingent liabilities as are in force for the time
being under the law of bankruptcy with respect to the estates of persons adjudged bankrupt;
and all person who in any case would be entitled to prove for and receive dividends out of the
assets of the company may come in under the winding up and make such claims against the
company as they are entitled to by virtue of this section.
154.
(1) Notwithstanding anything contained in this Act, in a winding up there shall be paid in
priority to all other debts -
(a) all rates, taxes, assessments or impositions imposed or made under the
provisions of any Act, and having become due and payable within twelve
months next before the relevant date;
(b) all wages or salary of any clerk or servant in respect of services rendered to
the company during four months before the relevant date;
(c) all wages of any workman or labourer in respect of services rendered to the
company during two months before the relevant date;
(d) unless the company is being wound up voluntarily merely for the purpose of
reconstruction or of amalgamation with another company or unless the
AE/MS/Pub./ 09.2005

60
company has at the commencement of the winding up under a contract with
insurers with rights capable of being transferred to and vested in the
workmen, all amounts due in respect of personal injury to workmen accrued
before the relevant date.
(2) The debts referred to in subsection (1) –
(a) rank equally among themselves and shall be paid in full, unless the assets
are insufficient to meet them, in which case they shall abate in equal
proportions; and
(b) so far as the assets of the company available for payment of general
creditors are insufficient to meet them, have priority over the claims of
holders of debentures under any floating charge created by the company,
and be paid accordingly out of any property comprised in or subject to that
charge.
(3) Subject to the retention of such sums as may be necessary for the costs and
expenses of the winding up, the debts referred to in subsection (1) shall be discharged
so far as the assets are sufficient to meet them.
(4) Where any payment on account of wages or salary has been made to any clerk,
servant, workman, or labourer in the employment of a company out of money
advanced by some person for that purpose, that person shall in a winding up have a
right of priority in respect of the money so advanced and paid up to the amount by
which the sum in respect of which the clerk, servant, workman or labourer would have
been entitled to priority in the winding up has been diminished by reason of the
payment having been made.
(5) In the event of a landlord or other person distraining or having distrained on any goods
or effects of the company within three months next before the date of a winding up
order, the debts to which priority is given by this section shall be a first charge on the
goods or effects so distrained on, or the proceeds of the sale thereof, by in respect of
any money paid under any such charge, the landlord or other person shall have the
same rights of priority as the person to whom the payment is made.
(6) In any case in which it appears that there are numerous claims for wages by workmen
and others employed by the company, it shall be sufficient if one proof for all such
claims is made by some person on behalf of all such creditors; and such proof shall
have annexed thereto, as forming part thereof, a schedule specifying the names of the
workmen and others, and the amounts severally due to them.
(7) Any proof made in compliance with subsection (6) has the same effect as if separate
proofs had been made by each workman and others.
(8) In this section the expression "relevant date" means –
(a) in the case of a company ordered to be wound up compulsorily which had
not previously commenced to be wound up voluntarily, the date of the
winding up order ; and
AE/MS/Pub. / 09.2005

Liquidation
scheme may
be approved
Acceptance of
Shares, etc., as
consideration for
sale property of
company
155.
156.
61
(b) in any other case, the date of the commencement of the winding up.
(1) The liquidators may, with the approval of the court, where the company is being
wound up by the court or subject to the supervision of the court, and by resolution of
the company where the company is being wound up voluntarily, pay any classes of
creditors in full, or make such compromise or other arrangement as the liquidators
may deem expedient with creditors or person claiming to be creditors, or persons
having or alleging themselves to have any claim, present or future, certain or
contingent, ascertained or sounding only in damages against the company, or
whereby the company may be rendered liable.
(2) Where a company is being wound up in circumstances contemplated by subsection (1)
the liquidators may, with the approval of the court, compromise
(a) all calls and liabilities to calls, debts, and liabilities capable of resulting in
debts;
(b) all claims, whether present or future, certain or contingent, ascertained or
sounding only in damages, subsisting or supposed to subsist between the
company and any contributory or alleged contributory, or other debtor or
person apprehending liability to the company; and
(c) all questions in any way relating to or affecting the assets of the company or
the winding up of the company, upon the receipt of such sums, payable at
such times, and upon such terms as may be agreed upon, with power for the
liquidators to take any security for the discharge of such debts or liabilities,
and to give complete discharges in respect of all or any such calls, debts or
liabilities.
(1) Subject to subsection (2), where any company is proposed to be or is in the course of
being wound up voluntarily and the whole or a portion of its business or property is
proposed to be transferred or sold to another company, the liquidators of the first
company may, with the approval of a resolution of the company by whom they were
appointed, conferring either a general authority on the liquidators, or an authority in
respect of any particular arrangement -
(a) receive in compensation or part compensation for such transfer or sale
shares, policies or other like interest in such other company, for the purpose
of distribution amongst members of the company being wound up; or
(b) enter into any other arrangement whereby the members of the company
being wound up may, in lieu of receiving cash, receive shares, policies, or
other like interest, or in addition thereto, participate in the profits of or
receive any other benefit from the purchasing company, and any sale made
or arrangement entered into by the liquidators pursuant to this section shall
be binding on the members of the company being wound up.
(2) If any member of a company being wound up who has not voted in favour of the
resolution passed by the company of which he is a member at the meeting held for
AE/MS/Pub./ 09.2005

62
passing the resolution expresses his dissent, from any such resolution in writing
addressed to the liquidators or one of them, and left at the registered office of the
company not later than seven days after the date of the meeting at which such
resolution was passed, such dissentient member may require the liquidators to do one
of the following –
(a) abstain from carrying such resolution into effect; or
(b) purchase the interest held by such dissentient member at a price to be
determined.
(3) For the purpose of subsection (2) (b) the purchase money shall be paid before the
company is dissolved, and shall be raised, by the liquidarors in such manner as may
be determined by resolution of members.
(4) No resolution shall be deemed inva1id for the purpose of this section by reason that it
is passed antecedently to or concurrently with any resolution for winding up the
company, or for appointing liquidators, but if an order be made within a year for
winding up the company by or subject to the supervision of the court, such resolution
shall not be of any validity unless it is approved by the court.
157. The price to be paid or the purchase of the interest of any dissentient member may be
determined by agreement, but if the parties dispute about the same, such dispute shall be
settled by arbitration, and for the purposes of such arbitration the provisions of the Arbitration
Act shall be incorporated within this Act.
158. Where any company is being wound up by the court or subject to the supervision of the court,
any attachment, distress, or execution put in force against the estate or effects of the
company after the commencement of the winding up is void.
159.
(1) Any conveyance, mortgage, delivery of goods, payment, execution, or other act
relating to property as would, if made or done by or against any individual trader, be
deemed in the event of his bankruptcy to have been made or done by way of undue or
fraudulent preference of the creditors of such traders, shall, if made or done by or
against any company, be deemed, in the event of such company being wound up
under this Act, to have been made or done by way of undue or fraudulent preference
of the creditors of such company, and is invalid accordingly.
(2) For the purposes of this section
(a) the presentation of a petition for winding up a company in the case of a
company being wound up by the court or subject to the supervision of the
court; and
(b) a resolution for winding up the company, in the case of a voluntary winding
up, and shall be deemed to correspond with the act of bankruptcy in the
case of an individual trader, and any conveyance or assignment made, by
any, company formed under this Act of all or any part of its estate and
effects to trustees for the benefit of all or any part of its creditors is void.
AE/MS/Pub. / 09.2005
Mode of
determining
price
Certain
attachments
and executions
to be void
Fraudulent
preference

Assessment
damages of
against
delinquent
directors and
officers
Prosecution of
delinquent
directors in
winding up by
court
Prosecution
of delinquent
directors in
voluntarily
winding up
Receivers and
managers
Striking-off
No. 14 of 2004
63
160. Where, in the course of the winding up of any company under this Act, it appears that any past
or present director, manager, official or other liquidator, or any officer of such company -
(a) has misapplied or retained in his own hand or become liable or accountable
for any monies of the company; or
(b) is guilty of any misfeasance or breach of trust in relation to the company, the
court may, on the application of any liquidator, or of any creditor or
contributory of the company, notwithstanding that the offence is one for
which the offender is criminally responsible, examine the conduct of such
director, manager, or other officer and may compel him to repay any monies
so misapplied or retained, or for which he has become liable or accountable,
together with interest at such rate as the court thinks just, or to contribute
such sums of money to the assets of the company by way of compensation
in respect of such misapplication, retainer, misfeasance, or breach of trust,
as the court thinks just.
161. Where any order is made for winding up a company by the court or subject to the supervision
of the court, and it appears in the course of such winding up that any past or present director,
manager, officer, or member of such company has been guilty of any offence in relation to the
company for which he is criminally responsible, the court may, on the application of any
person interested in such winding up, or of its own motion, direct the official liquidators to
refer the matter to the Attorney-General who may institute and conduct a prosecution or
prosecutions of such offence.
162. Where a company is being wound up voluntarily, and it appears to the liquidators conducting
such winding up that any past or present director, manager, officer, or member of such
company has been guilty of any offence in relation to the company for which he is criminally
responsible, the liquidators may, refer the matter to the Attorney-General who may institute
and conduct a prosecution of such offence.
163. The provisions of the Companies Act regarding receivers and managers govern mutatis
matandis the appointment, duties, powers and liabilities of receivers and managers of the
assets of any company incorporated under this Act.
164.
(1) Where the Registrar has reasonable cause to believe that a company incorporated
under this Act no longer satisfies the requirements prescribed for an International
Business Company under section 14(1), 38(1) and 44 the Registrar shall serve on the
company an order for compliance as prescribed in Part A of the Schedule.
(2) If the Registrar does not receive a reply within ninety days immediately following the
date of the service of the order referred to in subsection (1), the Registrar shall strike
the name of the company off the Register, unless the company or any other person
satisfies the Registrar that the name of the company should not be struck off and the
Registrar shall publish notice of the striking-off in the Gazette.
(3) Where a company has otherwise complied with the requirements of the Act the
Registrar shall upon request by the company issue a declaration of compliance as
prescribed in Part B of the Schedule.
AE/MS/Pub./ 09.2005

165.
166.
64
(4) A company that has been struck off the Register under this section remains liable for
all claims, debts, liabilities and obligations of the company, and the striking-off does
not affect the liability of any of its members, directors, officers or agents.
(1) If the name of a company principal Act, has been struck off the Register under section
164, the company or a creditor, member or liquidator thereof, may within five years
immediately following the date of the striking off, apply to the Registrar to have the
name of the company restored to the Register and upon payment to the Registrar of
the prescribed fee and all fees due under this Act, the Registrar shall restore the name
of the company to the Register and upon restoration of the name of the company to
the Register, the name of the company shall be deemed never to have been struck off
the Register.
(2) If upon an application under subsection (1) the court is satisfied that—
(a) at the time the name of the company was struck off the Register, the
company did satisfy the requirements prescribed for an International
Business Company by section 4; and
(b) it would be fair and reasonable for the name of the company to be restored
to the Register,
the court may order the name of the company to be restored to the Register upon payment to
the Registrar of all fees, and upon restoration of the name of the company to the Register, the
name of the company is deemed never to have been struck off the Register.
(3) If a company has been dissolved or the period of five years has expired under
subsection (1) the company or a creditor, member or liquidator thereof, may apply to
the court to have the name of the company restored to the Register.
(4) For the purpose of this Part, the appointment of an official liquidator under section
167 operates as an order to restore the name of the company to the Register.
(1) Where the name of a company has been struck off the Register, the company, and the
directors, members, liquidators and receivers thereof, may not legally —
(a) commence legal proceedings, carry on any business or in any way deal with
the assets of the company;
(b) defend any legal proceedings, make any claim or claim any right for, or in
the name of the company; or
(c) act in any way with respect to the affairs of the company.
(2) Notwithstanding subsection (1), where the name of the company has been struck off
the Register, the company, or a director, member, liquidator or receiver thereof,
may—
(a) make application for restoration of the name of the company to the Register;
AE/MS/Pub. / 09.2005
Restoration to
Register
No. 14 of 2004
Effect of
Striking off

Appointment of
official liquidator
Dissolution of
company struck
off
65
(b) continue to defend proceedings that were commenced against the company
prior to the date of the striking off; and
(c) continue to carry on legal proceedings that were instituted on behalf of the
company prior to the date of striking off.
(3) The fact that the name of a company is struck off the Register does not prevent —
(a) that company from incurring liabilities;
(b) any creditor from making a claim against that company through to judgment
or execution; or
(c) the appointment by the court of an official liquidator for that company under
section 167.
167. The court may appoint a person to be the official liquidator in respect of a company the name
of which has been struck off the Register.
168.
(1) If the name of a company has been struck off the Register under section 164 (3) and
remains struck off continuously for a period of 5 years, the company shall be deemed
to have been dissolved, but the Registrar may, if he determines that it is in the best
interest of the Crown to do so, apply to the court to have the company put into
liquidation and a person shall be appointed as the official liquidator thereof.
(2) The duties of an official liquidator in respect of a company in liquidation pursuant to
subsection (1) are limited to —
(a) identifying and taking possession of all assets of the company;
(b) calling for claims by advertisement in the Gazette and in such other manner
as he deems appropriate, requiring all claims to be submitted to him within a
period of not less than 90 days immediately following the date of the
advertisement; and
(c) applying those assets that he recovers in the following order of priority
(i) in satisfaction of all licence fees and penalties due to the Registrar,
and
(ii) in satisfaction pari passu of all other claims admitted by the official
liquidator.
(3) In order to perform the duties with which he is charged under subsection (2), the
official liquidator may exercise such powers as the court may consider reasonable to
confer on him.
AE/MS/Pub./ 09.2005

66
(4) The official liquidator may require such proof as he considers necessary to
substantiate any claim submitted to him and he may admit, reject or settle claims on
the basis of the evidence submitted to him.
(5) When the official liquidator has completed his duties, he shall submit a written report
of his conduct of the liquidation proceedings to the Registrar and, upon receipt of the
report by the Registrar, all assets of the company, wherever situate, that are not
disposed of, vest in the Crown and the company is dissolved.
(6) The official liquidator is entitled to such remuneration out of the assets of the company
for his services as the court approves, but if the company is unable to discharge all of
its claims, debts, liabilities and obligations, payment of the official liquidator's
remuneration shall be a charge on the Consolidated Fund.
(7) No liability attaches to an official liquidator —
169. In this Part –
170.
171.
(a) to account to creditors of the company who have not submitted claims within
the time allowed by him; or
(b) for any failure to locate any assets of the company.
PART X
LIMITED DURATION COMPANY
"limited duration company" means an International Business Company registered in
accordance with this Part.
(1) An International Business Company may at any time apply to the Registrar to be
registered as a limited duration company.
(2) An application may also be made at the same time as an application is made —
(a) to incorporate a company under section 3; or
(b) to continue the incorporation of a company under section 83.
(3) An application under this section shall in addition to any other fee that may be payable
be accompanied by an application fee of two hundred dollars.
(1) The Registrar shall register as a limited duration company a company that has made
application under section 170 if —
(a) the company has at least two subscribers or two members;
(b) where the company was not already incorporated as an International
Business Company prior to the application —
AE/MS/Pub. / 09.2005
Interpretation
for purposes
of Part X
International
Business
Company may
apply to be
registered as a
limited duration
company
Registration of
limited duration
company

Contents of
Articles of
limited duration
company
172.
67
(i) the Memorandum of the company limits the company's duration to a
period of 30 years or less, and
(ii) the name of the company includes the word "Limited Duration
Company" or the abbreviation "LDC"; and
(c) where the company was already incorporated as an International Business
Company prior to the application —
(i) the Registrar has been supplied, where the duration of the company
is not already limited to a period of 30 years or less, with a certified
copy of a resolution of the company altering its Memorandum to
limit the duration of the company to a period of 30 years or less,
and
(ii) the Registrar has been supplied, in accordance with section 18(2),
with a copy of the amendment changing its name to a name that
includes the word "Limited Duration Company" or the abbreviation
"LDC".
(2) On registering an International Business Company as a limited duration company the
Registrar shall —
(a) where the company was not already incorporated as an International
Business Company prior to the application, certify in the certificate of
incorporation issued in accordance with section 15(2) or the certificate of
continuation issued in accordance with section 83(1)(d) that the company is
registered as a limited duration company; and
(b) where the company was already incorporated as an International Business
Company prior to the application, certify in the certificate of incorporation
issued in accordance with section 15(2) that the company is registered as a
limited duration company stating the date of such registration.
(3) A resolution passed for the purpose of subsection (1)(c) shall have no effect until the
company is registered as a limited duration company.
(1) The Articles of a limited duration company may provide that the transfer of any share
or other interest of a member of the company shall require the unanimous resolution
of all the other members.
(2) The Articles of a limited duration company may provide that the management of the
company is vested in the members of the company in their capacity as such either
equally or in proportion to their share or other ownership interest in the company or in
such other manner as may be specified in the Articles.
(3) Where the Articles of a limited duration company contain the provisions referred to in
subsection (2) the Articles may contain such other provisions concerning management
AE/MS/Pub./ 09.2005

173.
174.
68
as the members see fit including but not limited to power for the members to appoint
managing agents removable with or without cause at any time and subject to
supervision by the members.
(1) A limited duration company shall be taken to have commenced voluntary winding up
and dissolution —
(a) when the period fixed for the duration of the company expires;
(b) if the members of the company pass a resolution that the company be
wound up voluntarily; or
(c) subject to any contrary provision in the Memorandum or Articles of the
company, on the expiry of a period of 90 days starting on -
(i) the death, insanity, bankruptcy, withdrawal, retirement or resignation
of a member of the company,
(ii) the redemption, purchase, or cancellation of all the shares of a
member of the company, or
(iii) the occurrence of any event which under the Memorandum or
Articles of the company terminates the membership of a member of
the company,
unless there remain at least two members of the company and the company is continued in
existence by the written resolution of such members pursuant to amended Articles of the
company adopted during the period of 90 days.
(2) Where the winding–up of a limited duration company is taken to have commenced by
virtue of subsection (1) the members of the company shall by resolution appoint a
liquidator for the purpose of the winding–up but if they fail to do so section 132(2)
shall apply.
(3) Sections 130 and 131shall have no application to a limited duration company.
(1) A company shall cease to be a limited duration company if —
(a) the Registrar issues a certificate of dissolution under section 137(6)(b);
(b) the Registrar issues a certificate of incorporation in accordance with section
12(7) which records a change of name for the company that does not
include the words "Limited Duration Company" or the abbreviation "LDC"; or
(c) the company passes a resolution in accordance with section 18 to alter its
Memorandum to provide for a period of duration of the company that
exceeds or is capable of exceeding 30 years,
AE/MS/Pub. / 09.2005
Winding up of a
limited duration
company
Cancellation of
registration

Fee
schedule
No. 14 of
2004
Penalties
payable to
Registrar
Criminal
liability and
proceedings
175.
69
and in the case of paragraph (b) or (c) the company pays a cancellation fee of two hundred
dollars.
(2) On a company ceasing to be a limited duration company —
(a) the Registrar shall, where the company has ceased to be a limited duration
company by virtue of subsection (1)(b) or (c), issue to the company a
certificate of incorporation altered to meet the circumstances of the case;
and
(b) in all cases the certificate issued by virtue of section 171(2) shall cease to
have effect.
(3) A resolution passed for the purpose of subsection (1)(c) has no effect until a certificate
of incorporation is issued by the Registrar under subsection (2).
PART XI
FEES AND PENALTIES
(1) There shall be paid to the Registrar in respect of the several matters mentioned in the
Schedule the several fees specified therein.
(2) If a company fails to pay the fee specified in the third item of the Schedule by the 1 st
day of April in each year the fee increases by ten per cent of that amount.
(3) If a company fails to pay the amount due as an increased fee under subsection (2) by
31 st October, then, the fee increases by fifty per cent of the fee specified in the
Schedule
(4) If a company fails to pay the increased licence fee referred to in this section by the
31 st December, the Registrar shall strike the name of the Company off the Register
from the 1 st January next ensuing.
(5) The Minister may by order amend the Schedule for the purpose of varying the fees
specified therein and any such order which vary the fees shall be exempt from the
provisions of section 31 of the Interpretation and General Clauses Act but shall be
subject to an affirmative resolution of the House of Assembly.
(6) In subsection (4) “affirmative resolution of the House of Assembly” in relation to
subsidiary legislation means that such legislation does not come into operation unless
and until affirmed by a resolution of that House.
176. Any penalty incurred under this Act shall be paid to the Registrar.
177.
(1) When an offence is committed under this Act by a company, whether it is incorporated
or registered under this Act, and a director or officer of the company knowingly
authorized, permitted or acquiesced in the commission of the offence, the director or
AE/MS/Pub./ 09.2005

70
officer is also guilty of that offence and shall be liable to the same criminal penalty
specified for that offence.
(2) Every offence under this Act and every default, refusal or contravention for which a
penalty is provided by this Act, being an offence, default, refusal or contravention for
which no other mode of proceedings is provided shall be enforced by summary
proceedings.
178. A person who contravenes any requirement of this Act regarding the name of a company is
guilty of an offence and shall be liable on summary conviction to a fine of five hundred dollars.
179. A person who fails to keep a Share Register for the purposes of section 29 is guilty of an
offence and shal1 be liable on summary conviction to a fine of ten thousand dollars or
imprisonment for two years.
180.
(1) A person who makes or assists in making a report, return, notice or other document
for submission to the Registrar that –
(a) contains any untrue statement of a material fact; or
(b) omits to state a material fact required in such report, return notice or other
document,
Is guilty of an offence and shall be liable on summary conviction to a fine of ten thousand
dollars or imprisonment for two years.
(2) A person is not guilty of an offence under subsection (1) if the making of the untrue
statement or the omission of the material fact was unknown to him and with the
exercise of reasonable diligence could not have been known to him.
181. A person who without reasonable cause contravenes any section of this Act for which no other
penalty is provided is guilty of an offence and shall be liable on summary conviction to a fine
of ten thousand dollars or imprisonment for two years.
182. Any fee or penalty payable under this Act that remains unpaid for 30 days immediately
following the date on which demand for payment is made by the Registrar is recoverable at
the instance of the Attorney-General in civil proceedings as a debt due to the Crown.
183. A company incorporated under this Act continues to be liable for all fees and penalties
payable under this Act notwithstanding the name of the company has been struck off the
Register and all those fees, and penalties have priority to all other claims against the assets of
the company.
184. All fees and penalties paid under this Act shall be paid by the Registrar into the Consolidated
Fund.
AE/MS/Pub. / 09.2005
Name offence
Failure to keep
share register
False reports
and false
statements
Miscellaneous
offence
Recovery of
penalties,
etc.
Company struck
off liable for
fees, etc.
Fees, etc. to
be paid into
Consolidated
Fund

Fees payable to
Registrar
Exemptions
from certain
taxes etc.
No. 14 of 2004
Ch. 360
Ch. 370
Ch. 360
185.
186.
71
(1) The Registrar may refuse to take action required of him under this Act for which a fee
is prescribed until all fees have been paid.
(2) The Registrar may refuse to continue under this Act a company incorporated under
the companies Act until all fees prescribed as payable by the company under the
Companies Act have been paid.
PART XII
EXEMPTIONS
(1) Notwithstanding any law to the contrary a company incorporated or continued under
this Act or a member or shareholder thereof shall not be subject to —
(a) any business licence fee, income tax, corporation tax, capital gains tax or
any other tax on income or distributions accruing to or derived from such
company or in connection with any transaction to which chat company or
shareholder, as the case may be, is a party;
(b) any estate, inheritance, succession or gift tax, rate, duty, levy or other
charge payable in The Bahamas with respect to any shares, debt obligations
or otter securities of that company or shareholder.
(2) Subsection (1) shall not apply to a person who is a resident of The Bahamas within the
meaning of the Exchange Control Regulations Act or to a company incorporated or
continued under this Act if a resident of The Bahamas within the meaning of the
Exchange Control Regulations Act and the regulations made thereunder is the
beneficial or legal owner of any of the common or preferred shares issued or to be
issued by such company or acquires a legal or beneficial interest in any debt or other
securities issued or to be issued by such company or is otherwise directly or indirectly
entitled to receive any dividends or distributions from such a company
(3) Notwithstanding any provision of the Stamp Act —
(a) all transactions in respect of the shares, debt obligations or, the securities of
a company incorporated under this Act; and
(b) all other transactions relating to the business of a company incorporated
under this Act, are exempt from the payment of stamp duty.
(4) Subsection (3) shall not apply to a resident of The Bahamas, within the meaning of the
Exchange Control Regulations Act.
(5) Stamp duty shall be payable by a company incorporated or continued under this Act in
relation to real property situated in The Bahamas which it owns, or which is owned by
any company in which it holds shares or for which it holds a lease.
(6) Where a company incorporated under this Act or continued under this Act desires to
carry on business with persons resident in The Bahamas within the meaning of the
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72
Exchange Control Regulations Act that company must first obtain permission from the
Central Bank with respect to its planned operations.
(7) Any resident of The Bahamas, within the meaning of the Exchange Control Regulations
Act and the regulations made thereunder, shall, prior to acquiring ownership in any
common or preferred shares or any other debt or other securities issued or to be
issued by a company or continued under this Act including options or other contracts
which are intended to confer rights to ownership or income derived from such a
company, and any of whose members or shareholders are nonresident within the
meaning of the Exchange Control Regulations Act, obtain permission from the Central
Bank with respect to such acquisition.
(8) The exemptions granted by this section shall remain in force for a period of twenty
years from the date of incorporation of a company under this Act or from the date of
continuation under this Act as the case may be.
(9) The Exchange Control Regulations Act and the regulations made thereunder shall not
in any manner apply to a company incorporated under this Act, the operations of
which are or are intended to be exclusively overseas.
PART XIII
MISCELLANEOUS
187. The Minister may make regulations with respect to the duties to be performed by the
Registrar under this Act and in so doing may prescribe the place where the office for the
registration of International Business Companies is located.
188. Any certificate or other document required to be issued by the Registrar under this Act shall
be in such form as the Minister may approve.
189.
(1) The Registrar shall, upon request by any person issue a certificate of good standing
under his hand and seal certifying that a company incorporated under this Act is of
good standing if the Registrar is satisfied that —
(a) the name of the company is on the Register; and
(b) the company has paid all fees, licence fees and penalties due and payable.
(2) The certificate of good standing issued under subsection (1) shall contain a statement
as to whether —
(a) the company has submitted to the Registrar articles of merger or
consolidation that have not yet become effective;
(b) the company has submitted to the Registrar articles of arrangement that
have not yet become effective;
(c) the company is in the process of being wound up and dissolved; or
AE/MS/Pub. / 09.2005
Ch. 360
Ch. 360
Regulations
Form of
certificate
Certificate of good
standing

Inspection of
documents
Declaration
by court
Judge in
Chambers
Minister may
vary fees
Repeal
No. 19 of
2001
Transitional
provision
No. 14 of 2004
190.
191.
73
(d) any proceedings to strike the name of the company off the Register have
been instituted.
(1) Except as provided in section 84(2) a person may —
(a) inspect the documents kept by the Registrar pursuant to this Act, and
(b) require a certificate of incorporation, merger, consolidation, arrangement,
continuation, dissolution or good standing of a company incorporated under
this Act, or a copy or an extract of any document or any part of a document
of which he has custody, to be certified by the Registrar and a certificate of
incorporation, merger, consolidation, arrangement, continuation, dissolution
or good standing or a certified copy or extract shall be prima facie evidence
of the matters contained therein.
(2) A document or a copy or an extract of any document or any part of a document
certified by the Registrar under subsection (1) is admissible in evidence in any
proceedings as if it were the original document.
(1) A company incorporated under this Act may without the necessity of joining any other
party, apply to the court, by summons supported by an affidavit, for a declaration on
any question of interpretation of this Act or of the Memorandum or Articles of the
Company.
(2) A person acting on a declaration made by the court as a result of an application under
subsection (1) shall be deemed, in so far as regards the discharge of any fiduciary or
professional duty, to have properly discharged his duties in the subject matter of the
application.
192. A judge of the Supreme Court may exercise in Chambers any jurisdiction that is vested in the
court by this Act and in exercise of that jurisdiction, the judge may award such costs as may
be just.
193. The Minister may by Order vary any fee prescribed under any provision of this Act.
194.
195.
(1) The International Business Companies Act, 1989 with the exception of Part X is hereby
repealed and the said Part X shall be repealed on the 1 st day of January 2002.
(2) Notwithstanding subsection (1), any International Business Company which
commenced winding-up under the repealed Act shall in respect of such winding-up
continue to be governed by the winding-up provisions of that Act.
(1) Notwithstanding the provisions of any other law all principal companies incorporated
under any enactment repealed by this Act. Act shall continue in existence until struck
off the Register pursuant to section 164:
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74
Provided that it shall not be necessary for a company to amend its Memorandum and
Articles in order to satisfy the requirements of this Act
(2) All benefits accruing to any International Business Company registered in The
Bahamas prior to the commencement of this Act shall not be affected by the coming
into force of this Act.
(3) Every company which has issued bearer shares under the repealed Act shall recall
such shares within six months from the date of commencement of this Act and the
company shall cancel such shares and substitute therefor registered shares issued in
accordance with this Act and the regulations made thereunder. Any bearer shares
which they have not been recalled and cancelled within the said period of six months
shall thereafter be null and void and be without effect for all purposes of law.
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75
FIRST SCHEDULE (Section 175)
Fees to be paid to the Registrar
Matter in respect of
which fee is payable Amount of fee
1. Upon filing memorandum $300.00
2. Upon filing articles $ 30.00
3. In respect of a company
registered under this Act
on 1 st January of each year $350.00
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76
SECOND SCHEDULE (Section 164)
PART A
INTERNATIONAL BUSINESS COMPANIES ACT
(Ch. 309)
THE INTERNATIONAL BUSINESS COMPANIES REGULATIONS, 2004
ORDER OF COMPLIANCE
To: ……………………………………………………………………………………………………………
(Name of Company)
ADDRESS OF REGISTERED OFFICE: ………………………………………………………………………...
…………………………………………………………………………………………………………………
ADDRESS OF REGISTERED AGENT: …………………………………………………………………………
…………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………
POSTAL ADDRESS, ETC.: ……………………………………………………………………………………
The above mentioned company has not satisfied the requirements of the following provisions of the
Insternational Business Companies Act.
(Include relevant sections)
A company that does not satisfy the requirements of the above-mentioned sections shall be struck off
the Register. You have 90 days within which to comply with the requirements of the above-mentioned
sections.
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77
PART B
INTERNATIONAL BUSINESS COMPANIES ACT
(Ch. 309)
THE INTERNATIONAL BUSINESS COMPANIES REGULATIONS, 2004
DECLARATION OF COMPLIANCE
To: ……………………………………………………………………………………………………………
(Name of Company)
ADDRESS OF REGISTERED OFFICE: …………………………………………………………………………
…………………………………………………………………………………………………………………
ADDRESS OF REGISTERED AGENT: …………………………………………………………………………
…………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………
POSTAL ADDRESS, ETC.: ……………………………………………………………………………………
The above mentioned company has satisfied the requirements of the Insternational Business
Companies Act.
AE/MS/Pub./ 09.2005